Exhibit
10.3


EXECUTION
COPY


AMENDED
AND RESTATED BORROWER PLEDGE AGREEMENT


THIS  AMENDED AND RESTATED  BORROWER PLEDGE AGREEMENT
(this “Pledge Agreement”), dated as of May 31, 2007, among AAI
CORPORATION, a Maryland corporation (“AAI”), UNITED INDUSTRIAL CORPORATION,
a Delaware corporation (“UIC”, and together with AAI, collectively, the “Borrowers”,
and individually, a “Borrower”), the Subsidiaries of the Borrowers
signatory hereto and each other subsidiary of a Borrower hereafter a party
hereto (each a “Subsidiary Pledgor” and collectively the “Subsidiaries
Pledgors”; Borrower, each Subsidiary Pledgor and each other Subsidiary
hereafter becoming a party hereto shall be collectively known as the “Pledgors”,
and individually as “Pledgor”), in favor of SUNTRUST BANK, a Georgia
banking corporation, as Administrative Agent (the “Administrative Agent”),
on its behalf and on behalf of the other banks and lending institutions (the “Lenders”)
from time to time party to the Amended and Restated Revolving Credit Agreement,
dated as of the date hereof, by and among the Borrowers, the Administrative
Agent, the Lenders, and SunTrust Bank, as Issuing Bank and as Swingline Lender
(as amended, restated, supplemented, or otherwise modified from time to time,
the “Amended and Restated Credit Agreement”).


W
I  T  N  E  S  S  E  T  H:


WHEREAS, pursuant to the Amended
and Restated Credit Agreement, the Lenders have agreed to establish a revolving
credit facility to the Borrowers;


WHEREAS, it is a condition
precedent to the obligations of the Administrative Agent, the Issuing Bank, the
Swingline Lender, and the Lenders under the Amended and Restated Credit
Agreement that each Pledgor grant to Administrative Agent a security interest
in all of its Pledged Collateral (as defined below), and each Pledgor wishes to
fulfill said condition precedent;


WHEREAS, the Pledgors are the
record and beneficial owners of all of the issued and outstanding shares of
common stock listed on Part A of Schedule I attached hereto (the “Pledged
Shares”) and are the record and beneficial owners of all membership
interests listed on Part B of Schedule I attached hereto (the “Pledged
Membership Interests”), such Pledged Shares and Pledged Membership
Interests being all of the Capital Stock of the Pledgors’ Domestic Subsidiaries
and 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of
the Pledgors’ Non-U.S. Subsidiaries; and


WHEREAS, the Pledgors are the
record and beneficial owners of the promissory notes and instruments described
on Schedule II attached hereto (the “Pledged Notes”).













NOW, THEREFORE, in order to
induce Lenders to extend the Loans and the Issuing Bank to issue Letters of
Credit and to make the financial accommodations as provided for in the Amended
and Restated Credit Agreement and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:


1.     Defined
Terms.  All
capitalized terms used but not otherwise defined herein have the meanings given
to them in the Amended and Restated Credit Agreement.


2.     Pledge.  Each Pledgor hereby pledges to the
Administrative Agent, for its benefit and the benefit of Lenders and each party
to a Hedging Transaction incurred to limit interest rate or fee fluctuation
with respect to the Loans and Letters of Credit if at the date of entering into
such Hedging Transaction such person
was a Lender or an Affiliate of a Lender and such person executes and delivers
to the Administrative Agent a letter agreement in form and substance acceptable
to the Administrative Agent pursuant to which such person (i) appoints the
Administrative Agent as its agent under the applicable Loan Documents and (ii)
agrees to be bound by the provisions of Article IX and X of the Amended
and Restated Credit Agreement
(each such person a “Specified Hedge Provider”, the Administrative
Agent, the Lenders and the Specified Hedge Providers, collectively, referred to
herein as the “Secured Parties” and each a “Secured Party”) and
grants to the Administrative Agent, for its benefit and the benefit of the
Secured Parties, a first priority security interest in all of such Pledgor’s
right, title and interest in, to and under the following property, whether now
owned by or owing to, or hereafter acquired by or arising in favor of such
Pledgor (collectively, the “Pledged Collateral”):


(a)           The Pledged Shares and the certificates representing the
Pledged Shares, and, except as expressly provided for in Section 8
hereof, all dividends, cash, instruments and other property or proceeds from
time to time received, receivable or otherwise distributed in respect of or in
exchange for any or all of the Pledged Shares;


(b)           Any stock or other securities acquired by any Pledgor or
such Pledgor’s designees with respect to, incident to or in lieu of the Pledged
Shares or with respect to, incident to or in lieu of the Pledged Collateral (x)
due to any dividend, stock-split, stock dividend or distribution on
dissolution, or partial or total liquidation, or for any other reason, (y) in
connection with a reduction of capital, capital surplus or paid-in-surplus or
(z) in connection with any spin-off, split-off, reclassification, readjustment,
merger, consolidation, sale of assets, combination of shares or any other plan
of distribution affecting of the those companies listed on Schedule I;


(c)           Any subscription or other rights or options issued in
connection with the Pledged Shares, and, if exercised by any Pledgor, all new
shares or other securities so acquired by such Pledgor, which shall promptly be
assigned and delivered to the Administrative Agent and held under the terms of
this Pledge Agreement in the same manner as the Pledged Shares originally
pledged hereunder;


(d)           Any and all proceeds, monies, income and benefits arising
from or by virtue of, and all dividends and distributions (cash or otherwise)
payable or distributable with respect to, all or any of the Pledged Shares or
other securities and rights and interests described in this Section 2,
except as expressly provided for in Section 8 hereof;



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(e)           The Pledged Membership Interests, if any, and any
certificates at any time representing the Pledged Membership Interests, it being understood that the Pledged
Membership Interests are, as of the date hereof, uncertificated, and all
cash, securities, dividends, rights, and other property at any time and from
time to time received, receivable or otherwise distributed in respect of or in
exchange for any or all of the Pledged Membership Interests;


(f)            All
of such Pledgor’s right, title and interest as a member in each limited
liability company listed on Part B of Schedule I (the “LLCs”), whether
now owned or hereafter acquired, including all of such Pledgor’s right, title
and interest in, to and under the limited liability company agreements described
on Part B of Schedule I (as such agreements have heretofore been and may
hereafter be amended, restated, supplemented or otherwise modified from time to
time, collectively, the “LLC Agreements”) to which it is a party
(including, the right to vote with respect to and to manage and administer the
business of such LLCs) together with all other rights, interests, claims and
other property of such Pledgor in any manner arising out of or relating to its
membership interest in the LLCs, whatever their respective kind or character,
whether they are tangible or intangible property, and wheresoever they may
exist or be located, and further including, without limitation, and except as
expressly provided for in Section 8, (1) all rights of such Pledgor to receive
distributions of any kind, in cash or otherwise, due or to become due under or
pursuant to each such LLC Agreement or otherwise in respect of such LLCs, (2)
all rights of such Pledgor to receive proceeds of any insurance, indemnity,
warranty or guaranty with respect to each such LLCs, (3) all claims of such
Pledgor for damages arising out of, or for the breach of, or for a default
under, each such LLC Agreement, (4) any certificated  security or uncertificated security as
defined in Section 8-102(18) of the UCC evidencing any of the foregoing issued
by such LLCs to such Pledgor, (5) any interest of such Pledgor in the entries
on the books of any financial intermediary pertaining to such Pledgor’s
interest as a member in the LLCs and (6) to the extent not included in the
foregoing, all proceeds of any and all of the foregoing; provided, however,
that notwithstanding anything herein to the contrary;


(i)            Each Pledgor shall
remain liable under the LLC Agreements to the extent set forth therein to
perform all of its duties and obligations thereunder to the same extent as if
this Pledge Agreement had not been executed;


(ii)           The exercise by the
Administrative Agent of any of its rights hereunder shall not release any
Pledgor from any of its duties or obligations under the LLC Agreements (other
than to the extent a Pledgor is precluded from performing such duties solely as
a result of the Administrative Agent’s having exercised such rights or
remedies);


(iii)          Prior to the
Administrative Agent’s exercising any of its rights hereunder and consistent
with (ii) above, the Administrative Agent shall not have any obligation or
liability under the LLC Agreements by reason of this Pledge Agreement, nor
shall the Administrative Agent be obligated to perform any of the obligations
or duties of the Pledgors thereunder, to make any payment, to make any inquiry
as to the nature or sufficiency of any payment received by the Pledgors or the
sufficiency of any performance by any party under any such LLC Agreement, or to
take any action to collect or enforce any claim for payment assigned hereunder;
and



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(iv)          Without limiting the
generality of the foregoing, neither the grant of the security interest in the
Pledged Collateral in favor of the Administrative Agent as provided herein nor
the exercise by the Administrative Agent of any of its rights hereunder nor any
action by the Administrative Agent in connection with a foreclosure on the
Pledged Collateral shall be deemed to constitute the Administrative Agent or
any other Secured Party a member of any limited liability company;


(g)           The Pledged Notes and the instruments and other documents
representing the Pledged Notes, and all interest, cash, instruments and other
property or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for the Pledged Notes; and


(h)           All additional promissory notes from time to time acquired
by such Pledgor in any manner and the instruments and other documents
representing such promissory notes and all interest, cash, instruments and
other property, or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such promissory
notes.


provided,
however, that notwithstanding any of the other provisions set forth in
this Agreement, Collateral shall not include any property to the extent that a
grant of a security interest is prohibited by any requirements of law of a
governmental authority,  except to the
extent that such prohibition is ineffective under applicable law (including by
means of Sections 9-407, 9-408 or 9-409 of the UCC).


3.     Security
For Secured Obligations.  This Pledge Agreement and the Pledged
Collateral secure the prompt payment, in full when due, whether at stated
maturity, by acceleration or otherwise, and performance of (i) with respect to
the Borrower, all Obligations of Borrower under the Amended and Restated Credit
Agreement and the other Loan Documents (whether for principal, interest, fees,
expenses, indemnity or reimbursement payments, or otherwise, as provided in the
Amended and Restated Credit Agreement or such other Loan Documents), (ii) with
respect to the Subsidiary Pledgors, all obligations of each such Subsidiary
Pledgor under the Subsidiary Guaranty Agreement and all other Loan Documents to
which such Pledgor is a party to (whether for principal, interest, fees,
expenses, indemnity or reimbursement payments, or otherwise, as provided in the
Amended and Restated Credit Agreement or such other Loan Documents), (iii) all
renewals, extensions, refinancings and modifications thereof, and (iv) all
interest, charges, expenses, fees, reasonable attorneys’ fees and other sums
required to be paid by any Pledgor under the Amended and Restated Credit
Agreement, under this Pledge Agreement or under any of the other Loan Documents
(collectively, the “Secured Obligations”).


4.     Delivery
Of Pledged Collateral.  All certificates, promissory notes and
instruments representing or evidencing the Pledged Collateral shall be
delivered to and held by or on behalf of the Administrative Agent pursuant
hereto. All Pledged Shares and Pledged Membership Interests shall be
accompanied by duly executed, undated instruments of transfer or assignment
endorsed in blank, all in form and substance reasonably satisfactory to the
Administrative Agent and, if the Administrative Agent so reasonably requests,
with signatures 



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guaranteed by a member of a registered national
securities exchange or the National Association of Securities Dealers, Inc. or
by a commercial bank or trust company having an office or correspondent in the
United States.  All Pledged Notes shall
be endorsed by the applicable Pledgor. 
Upon the occurrence and during the continuance of an Event of Default,
the Administrative Agent shall have the right, at any time in its discretion
and without notice to any Pledgor, to transfer to or to register in the name of
the Administrative Agent or any of its nominees any or all of the Pledged
Shares or Pledged Membership Interests. 
In addition, the Administrative Agent shall have the right at any time
to exchange certificates or instruments representing or evidencing Pledged
Shares or Pledged Membership Interests for certificates or instruments of
smaller or larger denominations.


5.     Representations
and Warranties. 
Each Pledgor represents and warrants to the Secured Parties as follows:


(a)           Each Pledgor is, and at the time of delivery of the
Pledged Shares and Pledged Membership Interests to the Administrative Agent
pursuant to Section 4 hereof will be, the sole holder of record and the
sole beneficial owner of the Pledged Collateral pledged by such Pledgor, free
and clear of any Lien thereon or affecting the title thereto except for
Permitted Encumbrances.


(b)           All of the Pledged Shares and Pledged Membership Interests
have been duly authorized, validly issued and are fully paid and non-assessable
and all documentary, stamp, or other taxes or fees owing in connection with the
issuance, transfer and/or pledge thereof hereunder have been paid and will be
hereafter paid by each Pledgor as same becomes due and payable.


(c)           To the best of the knowledge of the Pledgor after due
inquiry, no dispute, counterclaim or defense exists with respect to all or any
part of the Pledged Collateral.


(d)           Each Pledgor has the requisite corporate authority to
pledge, assign, transfer, deliver, deposit and set over its Pledged Collateral
to the Administrative Agent as provided herein.


(e)           There are no restrictions, other than applicable laws and
regulations affecting the offering and sales of securities generally, upon the
transfer, hypothecation or pledge of any of the Pledged Collateral.


(f)            None of the Pledged Shares or Pledged Membership
Interests have been issued or transferred in violation of the securities
registration, securities disclosure or similar laws of any jurisdiction to
which such issuance or transfer may be subject.


(g)           Part A of Schedule I hereto lists the authorized
shares of common stock, the par value thereof and the number of issued and
outstanding shares of common stock of each issuer of Pledged Shares.  As of the date hereof, (i) no subscription,
warrant, option or other rights to purchase or acquire any shares of any class
of capital stock of any issuer of Pledged Shares is authorized and outstanding,
and (ii) there is no commitment by any issuer of Pledged Shares to issue any
such shares, warrants, options or other such rights or securities.



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(h)           Part B of Schedule I hereto lists all of the issued
and outstanding membership interests of each issuer of Pledged Membership
Interests.  As of the date hereof, (i) no
subscription, warrant, option or other rights to purchase or acquire any
membership interests of any issuer of Pledged Membership Interests is
authorized and outstanding, and (ii) there is no commitment by any issuer of
Pledged Membership Interests to issue any such warrants, options or other such
rights or securities.


(i)    Subject to the last paragraph of Section 1, the pledge by each
Pledgor of its Pledged Collateral is not in contravention of any law or of any
agreement to which such Pledgor is party or by which such Pledgor is otherwise
bound, and no consent, approval, authorization or other order of, or other
action by, any Person or notice to or filing with, any Person is required (x)
for the pledge by such Pledgor of the Pledged Collateral pursuant to this
Pledge Agreement or for the execution, delivery or performance of this Pledge
Agreement by such Pledgor or (y) for the exercise by the Administrative Agent
of the voting or other rights provided for in this Pledge Agreement or the
remedies in respect of the Pledged Collateral pursuant to this Pledge Agreement
(except as may be required in connection with any disposition of any portion of
the Pledged Collateral by laws affecting the offering and sale of securities
generally).


(j)            The pledge, assignment and delivery of the Pledged
Collateral together with duly executed, undated instruments of transfer or
assignment endorsed in blank pursuant to this Pledge Agreement will create a
valid first priority Lien on and a first priority perfected security interest
in the Pledged Collateral and the proceeds thereof, except for Permitted
Encumbrances, securing the payment of the Secured Obligations  and no filing or other action is necessary
to perfect or protect such security interest, except that (i) the filing of a
financing statement, the taking of possession or some other action may be
required under Section 9-315 of the Uniform Commercial Code as in effect in the
State of New York (the “UCC”) to perfect a security interest in certain
proceeds of the Pledged Collateral that do not constitute Pledged Shares or
other securities or instruments and (ii) the filing of a financing statement
under Sections 9-312 and 9-314 of the UCC may be required to perfect a security
interest in any Pledged Collateral that constitutes “investment property”
(other than the Pledged Shares) with respect to which the Administrative Agent
does not have “control” (as such terms are defined in the UCC).


(k)           All
of the representations and warranties contained in the Amended and Restated
Credit Agreement and the other Loan Documents are true and correct in all
material respects, are incorporated herein by this reference and deemed to be
made herein by each Pledgor for purposes of this Pledge Agreement.


(l)            Each
of the Pledged Notes purported to be pledged hereunder is the legal, valid and
binding obligation of the obligor thereof, enforceable in accordance with its
terms; each of the Pledged Notes has been duly authorized, authenticated or
issued and delivered by the issuer thereof, and no such issuer is in default
thereunder on the date hereof.  Except as
disclosed on Schedule II hereto, none of the Pledged Notes are
subordinated in right of payment to other indebtedness (except for the Secured Obligations)
or subject to the terms of an indenture.



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(m)          This
Pledge Agreement has been duly authorized, executed and delivered by each
Pledgor and constitutes a legal, valid and binding obligation of such Pledgor
enforceable against such Pledgor in accordance with its terms.


The
representations and warranties set forth in this Section 5 shall survive
the execution and delivery of this Pledge Agreement.


6.     Covenants.
 Each Pledgor covenants and agrees that
from and after the date of this Pledge Agreement and until the payment and
performance in full of all of the Secured Obligations of such Pledgor (other
than indemnities and other similar contingent obligations surviving the
termination of this Pledge Agreement for which no claim has been made and which
are unknown and not calculable at the time of termination and those Obligations
relating to the Hedging Obligations):


(a)           Such Pledgor shall not sell, assign, transfer, pledge or
otherwise encumber any of its rights in or to its Pledged Collateral or any unpaid
dividends or other distributions or payments with respect thereto except
pursuant to this Pledge Agreement .


(b)           Except as may be permitted by the Amended and Restated
Credit Agreement, such Pledgor will not cause or permit any issuer of Pledged
Shares or Pledged Membership Interests to issue or grant any warrants, stock
options of any nature or other instruments convertible into membership
interests or shares of any class of capital stock or additional membership
interests or shares of capital stock or sell or transfer any membership
interests or treasury stock, subject to the fiduciary duties of the board of
directors (or equivalent persons) of such issuer.


(c)           Such Pledgor will, at its own cost and expense, promptly
execute, acknowledge and deliver all such instruments and take all such action
as the Administrative Agent from time to time may reasonably request in order
to perfect and protect the Lien granted or purported to be granted hereby or to
enable the Administrative Agent to exercise and enforce its rights and remedies
hereunder with respect to the Pledged Collateral.


(d)            Such Pledgor has and will, at its own cost and expense,
defend the title to its Pledged Collateral and the Liens of the Administrative
Agent thereon against the claim of any Person and will maintain and preserve
such Liens.


(e)           Such Pledgor will pay all taxes, assessments and charges
levied, assessed or imposed upon its Pledged Collateral before the same become
delinquent or become Liens upon any of its Pledged Collateral except for
Permitted Encumbrances, except where the same may be contested in good faith by
appropriate proceedings and as to which adequate reserves have been provided.



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7.     Adjustments
and Distributions Concerning Pledged Collateral.  Should the Pledged Collateral, or any part
thereof, ever be converted in any manner by any Pledgor into another type of
property or any money or other proceeds ever be paid or delivered to any
Pledgor as a result of such Pledgor’s rights in the Pledged Collateral, then in
any such event (except as expressly provided in Section 8 hereof), all
such property, money and other proceeds shall promptly be and become part of
the Pledged Collateral, and each Pledgor covenants and agrees to forthwith pay
and deliver all money so received to the Administrative Agent, for the benefit
of the Secured Parties, as Pledged Collateral hereunder in accordance with the
provisions of the Amended and Restated Credit Agreement; and, if the
Administrative Agent deems it reasonably necessary and so requests, to properly
endorse, assign or transfer any and all such other proceeds to the
Administrative Agent and to deliver to the Administrative Agent any and all
such other proceeds which require perfection by possession under the UCC.  With respect to any of such property of a
kind requiring an additional security agreement, financing statement or other
writing to perfect a security interest therein in favor of the Administrative
Agent, each Pledgor will forthwith execute and deliver to the Administrative Agent,
or cause to be executed and delivered to the Administrative Agent, whatever the
Administrative Agent shall reasonably deem necessary or proper for such
purposes.


8.     Pledgors’
Rights; Termination Of Rights.


(a)           As long as no Event of Default shall have occurred and be
continuing:


(i)            Each
Pledgor shall have the right, from time to time, to vote and give consents with
respect to its Pledged Collateral or any part thereof for all purposes  permitted by the Amended and Restated Credit
Agreement or any other Loan Documents; provided, that, without
limitation of the foregoing, no vote shall be cast, and no consent shall be
given or action taken by any Pledgor without the prior written consent of the
Administrative Agent that would authorize or effect (except if and to the
extent expressly permitted by the Amended and Restated Credit Agreement and
subject to the fiduciary duties of the board of directors (or equivalent
persons) of such issuer): (A) the dissolution or liquidation, in whole or in
part, of any issuer of the Pledged Collateral, (B) the consolidation or merger
of any issuer of the Pledged Collateral with any other Person (other than any
Pledgor), (C) the sale, disposition or encumbrance of any portion of the assets
of any issuer of the Pledged Collateral or any business or division thereof,
(D) any change in the authorized number of shares or membership interests, the
stated capital or the authorized shares or member interest capital of any
issuer of the Pledged Collateral or the issuance of any additional shares of
capital stock or membership interests thereof, or (E) the alteration of the
voting rights with respect to the capital stock or membership interests of any
issuer of the Pledged Collateral;


(ii)           Each
Pledgor shall be entitled, from time to time, to collect and receive for its
own use all dividends, distributions and other amounts paid in respect of its
Pledged Collateral to the extent not in violation of the Amended and Restated
Credit Agreement other than any and all: 
(A) dividends 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 of its Pledged Collateral, (B) dividends 



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and other distributions paid or payable in cash in respect of any of
its Pledged Collateral in connection with a partial or total liquidation,
dissolution or a reduction in capital, capital surplus or paid in capital, and
(C) cash paid, payable or otherwise distributed in redemption of, or in
exchange for, any of its Pledged Collateral; provided, that until
actually paid all  rights to such
dividends shall remain subject to the Lien created by this Pledge Agreement.


(b)           All dividends (other than such cash dividends as are
permitted to be paid to the Pledgors in accordance with Section 8(a)(ii)
above) and all other distributions in respect of any of the Pledged Shares,
Pledged Membership Interests or Pledged Notes, whenever paid or made, shall be
delivered to the Administrative Agent to hold as Pledged Collateral and shall,
if received by any Pledgor, be received in trust for the benefit of the
Administrative Agent, be segregated from the other property or funds of such
Pledgor, and be forthwith delivered promptly to the Administrative Agent as
Pledged Collateral of such Pledgor in the same form as so received (with any
necessary endorsement or assignment).


(c)           Upon the occurrence of an Event of Default and during the
continuation thereof, all of Pledgors’ rights to exercise voting and other
consensual rights pursuant to Section 8(a)(i) hereof and all of Pledgors’
rights to receive any cash dividends and distributions pursuant to Section
8(a)(ii) hereof shall cease and all such rights shall thereupon become
vested in the Administrative Agent, for the benefit of the Secured Parties, who
shall have the sole and exclusive right to exercise the voting and other
consensual rights which the Pledgors would otherwise be authorized to exercise
pursuant to Section 8(a)(i) hereof and to receive and retain the
dividends and distributions which the Pledgors would otherwise be authorized to
receive and retain pursuant to Section 8(a)(ii) hereof.  Upon the occurrence of an Event of Default
and during the continuation thereof, each Pledgor shall pay over to the
Administrative Agent, for the benefit of the Secured Parties, any dividends
received by such Pledgor with respect to its Pledged Collateral and any and all
money and other property paid over to or received by the Administrative Agent
shall be retained by the Administrative Agent, for the benefit of the Secured
Parties, as Pledged Collateral hereunder and shall be applied in accordance
with the terms of the Amended and Restated Credit Agreement.


9.     Default.  The Pledgors shall be in default under this
Pledge Agreement upon the occurence of any of the following events or
conditions (hereinafter referred to as an “Event of Default”):


(i)            The
occurrence of an Event of Default as defined in the Amended and Restated Credit
Agreement;


(ii)           The filing
of any financing statement with regard to the Pledged Collateral, other than
relating to or permitted by this Pledge Agreement, or the attachment of any
additional Lien or security interest to any portion of the Pledged Collateral,
for the benefit of any Person other than the Administrative Agent; and


(iii)          Failure of any Pledgor to observe any of its
respective covenants set forth in this Pledge Agreement.



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10.  Remedies
Upon An Event Of Default.


(a)           Upon the occurrence of an Event of Default and during the
continuation thereof, the Administrative Agent may exercise all rights of a
secured party under the UCC (whether or not the UCC applies to the affected
collateral).  In addition, the
Administrative Agent is hereby authorized and empowered to  transfer and register in its name or in the
name of its nominee the whole or any part of the Pledged Collateral, exercise
the voting rights with respect thereto, collect and receive all cash dividends
and other distributions made thereon, sell in one or more sales after ten (10)
days’ notice of the time and place of any public sale or of the time after
which a private sale is to take place (which notice each Pledgor agrees is
commercially reasonable), but without any previous notice or advertisement, the
whole or any part of the Pledged Collateral and otherwise act with respect to
the Pledged Collateral as though the Administrative Agent was the legal and
record owner thereof.  Each Pledgor
hereby irrevocably constitutes and appoints the Administrative Agent, for the
benefit of the Secured Parties, as the proxy and attorney-in-fact of such
Pledgor with respect to the Pledged Collateral, with full power of substitution
to exercise any of the rights provided in the preceding sentence; provided,
that the Administrative Agent shall not have any duty to exercise any such
right or to preserve the same and shall not be liable for any failure to do so
or for any delay in doing so.  Any sale
shall be made at a public or private sale at the Administrative Agent’s offices
or elsewhere to be named in the notice of sale, either for cash or upon credit
or for future delivery at such price as the Administrative Agent may deem fair,
and any Secured Party may be the purchaser of the whole or any part of the
Pledged Collateral so sold and hold the same thereafter in its own right free
from any claim of any Pledgor or any right of redemption, which each Pledgor
hereby waives to the extent permitted by applicable law.  Each sale shall be made to the highest
bidder, but the Administrative Agent reserves the right to reject any and all
bids at such sale which, in its discretion, it shall deem inadequate.  Demands of performance, except as otherwise
herein specifically provided for, notices of sale, advertisements and the
presence of property at sale are hereby waived and any sale hereunder may be
conducted by an auctioneer or any officer or agent of the Administrative Agent.


(b)           If, at the original time or times appointed for the sale
of the whole or any part of the Pledged Collateral, the highest bid, if there
be but one sale, shall be inadequate to discharge in full all the Secured
Obligations, or if the Pledged Collateral be offered for sale in lots, if at
any of such sales, the highest bid for the lot offered for sale would indicate
to the Administrative Agent, in its discretion, the unlikelihood of the
proceeds of the sales of the whole of the Pledged Collateral being sufficient
to discharge all the Secured Obligations, the Administrative Agent may, on one
or more occasions and in its discretion, postpone any of said sales by public
announcement at the time of sale or the time of previous postponement of sale,
and no other notice of such postponement or postponements of sale need be
given, any other notice being hereby waived; provided, that any sale or
sales made after such postponement shall be after ten (10) days’ notice from
the Administrative Agent to any such Pledgor.



 10
 









(c)           If, at any time that the Administrative Agent shall
determine to exercise its rights to sell the whole or any part of the Pledged
Collateral hereunder, such Pledged Collateral or the part thereof to be sold
shall not, for any reason whatsoever, be effectively registered under the
Securities Act of 1933, as amended (the “Act”), the Administrative Agent
may, in its discretion (subject only to applicable requirements of law), sell
such Pledged Collateral or part thereof by private sale in such manner and
under such circumstances as the Administrative Agent may deem necessary, but
subject to the other requirements of this Section 9, and shall not be required
to effect such registration or to cause the same to be effected.  Without limiting the generality of the
foregoing, in any such event the Administrative Agent in its discretion (i)
may, in accordance with applicable securities laws, proceed to make such
private sale notwithstanding that a registration statement for the purpose of
registering such Pledged Collateral or part thereof could be or shall have been
filed under said Act (or similar statute), (ii) may approach and negotiate with
a single possible purchaser to effect such sale, (iii) may restrict such sale
to a purchaser who will represent and agree that such purchaser is purchasing
for its own account, for investment and not with a view to the distribution or
sale of such Pledged Collateral or part thereof, and (iv) may place all or any
part of the Pledged Collateral with an investment banking firm for private
placement, which firm shall be entitled to purchase all or any part of the
Pledged Collateral for its own account. 
If any of the Pledged Collateral shall not be freely distributable to
the public without registration under the Act (or similar statute), then the
Administrative Agent shall not be required to effect such registration or cause
the same to be effected but, in its discretion (subject to applicable
requirements of law), may require that any sale hereunder (including a sale at
auction) be conducted subject to restrictions (i) as to the financial
sophistication and ability of any Person permitted to bid or purchase at any
such sale, (ii) as to the content of legends to be placed upon any certificates
representing the Pledged Collateral sold in such sale, including restrictions
on future transfer thereof, (iii) as to the representations required to be made
by each Person bidding or purchasing at such sale relating to that Person’s
access to financial information about any Pledgor or any of its subsidiaries so
sold and such Person’s intentions as to the holding of the Pledged Collateral
so sold for investment, for its own account, and not with a view to the
distribution thereof, and (iv) as to such other matters as the Administrative
Agent may, in its discretion, deem necessary in order that such sale
(notwithstanding any failure so to register) may be effected in compliance with
the UCC and other laws affecting the enforcement of creditors’ rights and the
Act and all applicable state securities laws.


(d)           Each Pledgor acknowledges that, notwithstanding the legal
availability of a private sale or a sale subject to the restrictions described
above in paragraph (c), the Administrative Agent may, in its discretion, elect
to register any or all the Pledged Collateral under the Act (or any applicable
state securities law).  Each Pledgor,
however, recognizes that the Administrative Agent may be unable to effect a
public sale of any or all the Pledged Collateral and may be compelled to resort
to one or more private sales thereof. 
Each Pledgor also acknowledges that any such private sale may result in
prices and other terms less favorable to the seller than if such sale were a
public sale and, notwithstanding such circumstances, agrees that any such
private sale shall be deemed to have been made in a commercially reasonable
manner.  The Administrative Agent shall
be under no obligation to delay a sale of any of the Pledged Collateral for the
period of time necessary to permit the registrant to register such securities
for public sale under the Act, or under applicable state securities laws, even
if each Pledgor would agree to do so.



 11















(e)           Any cash held by the Administrative Agent as Pledged
Collateral and all cash proceeds received by the Administrative Agent in
respect of any sale of, collection from, or other realization upon all or any
part of the Pledged Collateral may, in the reasonable discretion of the
Administrative Agent, be held by the Administrative Agent as collateral for,
and/or then or at any time thereafter be applied (after payment of any amounts
payable to the Administrative Agent pursuant to Section 12 hereof) in
whole or in part by the Administrative Agent for the benefit of the Secured
Parties in their individual and various agency capacities and any other holder
of any Secured Obligations against, all or any part of the Secured Obligations
in accordance with the terms hereof.  Any
surplus of such cash or cash proceeds held by the Administrative Agent and
remaining after payment in full of all the Secured Obligations shall be paid
over to the Pledgors or to whomsoever may be lawfully entitled to receive such
surplus.


(f)            Each Pledgor agrees that following the occurrence and
during the continuation of an Event of Default it will not at any time plead,
claim or take the benefit of any appraisal, valuation, stay, extension,
moratorium or redemption law now or hereafter in force in order to prevent or
delay the enforcement of this Pledge Agreement, or the absolute sale of the
whole or any part of the Pledged Collateral or the possession thereof by any
purchaser at any sale hereunder, and each Pledgor waives the benefit of all
such laws to the extent it lawfully may do so. 
Each Pledgor agrees that it will not interfere with any right, power and
remedy of the Administrative Agent provided for in this Pledge Agreement or now
or hereafter existing at law or in equity or by statute or otherwise, or the
exercise or beginning of the exercise by the Administrative Agent of any one or
more of such rights, powers, or remedies. 
No failure or delay on the part of the Administrative Agent to exercise
any such right, power or remedy and no notice or demand which may be given to
or made upon any Pledgor by the Administrative Agent with respect to any such
remedies shall operate as a waiver thereof, or limit or impair the
Administrative Agent’s right to take any action or to exercise any power or
remedy hereunder, without notice or demand, or prejudice its rights as against
any Pledgor in any respect.  Except for
gross negligence or willful misconduct, each Pledgor waives all claims, damages
and demands against the Administrative Agent arising out of the repossession,
retention or sale of the Pledged Collateral.


11.  Power
Of Attorney.  Each
Pledgor appoints the Administrative Agent, or any other Person whom the
Administrative Agent may designate, as each Pledgor’s true and lawful
attorney-in-fact, with, upon the occurrence and during the continuance of an
Event of Default, power to endorse each 
Pledgor’s name on any checks, notes, acceptances, money orders, drafts
or other form of payment or security representing a portion of the Pledged Collateral
that may come into the Administrative Agent’s possession and to do all
things  necessary to carry out the terms
of this Pledge Agreement.  Each Pledgor
ratifies and approves all such acts of such attorney-in-fact.   Except gross negligence or willful
misconduct, neither the Administrative Agent nor any other Person designated by
the Administrative Agent as attorney-in-fact hereunder will be liable for any
acts or omissions, nor for any errors of judgment or mistakes of fact or law.  This power, coupled with an interest, is
irrevocable until the payment in full of all Secured Obligations of each
Pledgor (other than indemnities and other similar contingent obligations
surviving the termination of this Pledge Agreement for which no claim has been
made and which are unknown and not calculable at the time of termination and
those Obligations relating to the Hedging Obligations).



 12
 









12.  Administrative
Agent’s Right To Take Action.  In the event that any Pledgor fails or
refuses  promptly to perform any of its obligations
set forth herein, including, without limitation, its obligation pursuant to Section
6(e) hereof to pay taxes, assessments and other charges levied, assessed or
imposed on the Pledged Collateral, or otherwise fails or refuses to pay any
amount necessary for the preservation and protection of the Pledged Collateral,
the Administrative Agent shall have the right, without obligation, by notice to
the Pledgors, to do all things it deems necessary to discharge the same
(including, without limitation, to pay any such taxes, assessments, charges or
other sums, together with interest and penalties thereon) and any sums paid by
the Administrative Agent, or the cost thereof, including, without limitation,
reasonable attorneys’ fees, shall be reimbursed by the Pledgors, to the
Administrative Agent on demand and, until so reimbursed, shall bear interest at
the highest rate chargeable in accordance with the conditions under Section
2.12(c) of the Amended and Restated Credit Agreement.


13.  Expenses.  The Pledgors shall, jointly and severally,
pay (i) all reasonable costs, expenses, taxes and fees incurred by the
Administrative Agent in connection with the negotiation, preparation, execution
and delivery of this Pledge Agreement and all certificates, opinions and other
documents relating to these transactions, including, without limitation, the
reasonable disbursements and professional fees of Hunton and Williams, counsel
to the Administrative Agent, in all cases whether or not the transaction
contemplated hereby shall be consummated; (ii) all costs, expenses, taxes and
fees incurred by the Administrative Agent in connection with the perfection,
registration, maintenance, administration, custody and preservation of the
Pledged Collateral, including, without limitation, with respect to any and all
present and future stamp, intangible or other taxes in connection with this
Pledge Agreement and all other documents executed or delivered in connection
herewith, and relating to releases and consents; and (iii) all costs, expenses,
taxes and fees incurred by any of the Secured Parties in connection with or
after the occurrence of any Event of Default, including, without limitation, in
connection with (a) the negotiation, preparation, execution and delivery of any
waiver, amendment or consent by the Secured Parties, (b) the negotiation of any
restructuring or workout transaction, and the preparation, execution and
delivery of any documents prepared in connection therewith, and (c) enforcement
or foreclosure with respect to this Pledge Agreement, in all such cases such
costs, expenses, taxes and fees shall include, without limitation, the
reasonable disbursements and reasonable professional fees actually incurred of
counsel to any Secured Party.  To the
extent that any such fees and expenses are subject to value added taxes, such
taxes will be paid by the Pledgors.  To
the extent reimbursement is sought pursuant to this Section 13 or any
other document executed pursuant hereto, the Secured Parties shall submit to
the Pledgors a statement of expenses to be paid by the Pledgors.  Such expenses shall be due and payable within
thirty (30) days of the date of the original statement to the extent that such
Secured Party is entitled to such reimbursement.


14.  Indemnity.  The Pledgors, jointly and severally, will
indemnify and hold harmless each of the Secured Parties and each of their
respective employees, representatives, officers and directors from and against
any and all claims, liabilities, investigations, losses, damages, actions, and
demands by any party against the Secured Parties or any of them resulting from
any breach or alleged breach by any Pledgor of any representation or warranty
made hereunder, or otherwise arising out of this Pledge Agreement, unless, with
respect to any of the 



 13
 









above, any of the Secured Parties are finally
judicially determined to have (a) acted or failed to act with gross negligence
or willful misconduct or (b) materially breached such Secured Party’s
obligations hereunder following a good faith, bona fide claim being brought by
Pledgor.  This Section 14
shall survive termination of this Pledge Agreement.


15.  Limitation
On the Administrative Agent’s Duty In Respect Of Pledged Collateral.
The Administrative Agent shall use reasonable care with respect to the Pledged
Collateral in its possession or under its control. The powers conferred on the
Administrative Agent hereunder are solely to protect its interest in the
Pledged Collateral and shall not impose any duty upon it to exercise any such
powers. Except for the safe custody of any Pledged Collateral in its possession
and the accounting for moneys actually received by it hereunder, the
Administrative Agent shall have no duty as to any Pledged Collateral or any
income thereon, as to ascertaining or taking action with respect to calls,
conversions, exchanges, maturities, tenders or other matters relative to any
Pledged Collateral, whether or not the Administrative Agent, or any other
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 Pledged Collateral.  The Administrative Agent shall be deemed to
have exercised reasonable care in the custody and preservation of any Pledged
Collateral in its possession if such Pledged Collateral is accorded treatment
substantially equal to that which the Administrative Agent accords its own
property.


16.  Security
Interest Absolute. 
All rights of the Administrative Agent and security interests hereunder,
and all obligations of each Pledgor hereunder, to the extent permitted by law,
shall be absolute and unconditional irrespective of:


(a)          
any lack of validity or enforceability of the Loan Documents;


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


(c)           any
taking, exchange, release or non-perfection of 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 collateral, or proceeds thereof, to all or any of the
Secured Obligations, or any manner of sale or other disposition of any
collateral for all or any part of the Secured Obligations or any other assets
of any Pledgor or any of its Subsidiaries;


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


(f)            any
other circumstance which might otherwise constitute a defense available to, or
a discharge of, any Pledgor or a third party pledgor.



 14
 









17.  Reinstatement.  This Pledge Agreement shall remain in full
force and effect and continue to be effective should any petition be filed by
or against any Pledgor for liquidation or reorganization, should any Pledgor
become insolvent or make an assignment for the benefit of any creditor or
creditors or should a receiver or trustee be appointed for all or any
significant part of any Pledgor’s assets, and shall continue to be effective or
be reinstated, as the case may be, if at any time payment and performance of
the Secured Obligations, or any part thereof, is, pursuant to applicable law,
rescinded or reduced in amount, or must otherwise be restored or returned by
any obligee of the Secured Obligations, whether as a “voidable preference,” “fraudulent
conveyance,” “fraudulent transfer” or otherwise, all as though such payment or
performance had not been made.  In the
event that any payment, or any part thereof, is rescinded, reduced, restored or
returned, the Secured Obligations shall be reinstated and deemed reduced only
by such amount paid and not so rescinded, reduced, restored or returned.


18.  Successors
And Assigns.  This
Pledge Agreement and all obligations of each Pledgor hereunder shall be binding
upon the successors and assigns of such Pledgor (including any
debtor-in-possession on behalf of such Pledgor) and shall, together with the
rights and remedies of the Administrative Agent, for the benefit of the Secured
Parties, hereunder, inure to the benefit of the Administrative Agent, the other
Secured Parties, all future holders of any instrument evidencing any of the
Secured Obligations and their respective successors and assigns.  No sales of participations, other sales, assignments,
transfers or other dispositions of any agreement governing or instrument
evidencing the Secured Obligations or any portion thereof or interest therein
shall in any manner affect the Lien granted to the Administrative Agent, for
the benefit of the Secured Parties, hereunder. 
No Pledgor may assign, sell, hypothecate or otherwise transfer any
interest in or obligation under this Pledge Agreement without the prior written
consent of the Lenders.


19.  Waivers;
Amendment.


(a)           No failure or delay
by any Secured Party of any kind in exercising any power, right or remedy
hereunder and no course of dealing between any Pledgor on the one hand and the
administrative Agent or the holder of any Note on the other hand shall operate
as a waiver thereof, nor shall any single or partial exercise of any such
power, right or remedy hereunder or under any other Loan Document, or any
abandonment or discontinuance of steps to enforce such a power, right or
remedy, preclude any other or further exercise thereof or the exercise of any
other power, right or remedy.  The rights
of the Secured Parties hereunder and of the Lenders under the other Loan
Documents are cumulative and are not exclusive of any rights or remedies that
they would otherwise have.  No waiver of
any provision of this Pledge Agreement or consent to any departure by any
Pledgor therefrom shall in any event be effective unless the same shall be
permitted by subsection (b) below, and then such waiver and consent shall
be effective only in the specific instance and for the purpose for which
given.  No notice or demand on any
Pledgor in any case shall entitle such Pledgor to any other or further notice
in similar or other circumstances.


(b)           Neither this Pledge Agreement nor any
provision hereof may be waived, amended or modified except pursuant to a
written agreement entered into between the Pledgors with respect to which such
waiver, amendment or modification relates and the Administrative Agent, with
the prior written consent of the Required Lenders (except as otherwise provided
in the Amended and Restated Credit Agreement).



 15
 









20.  Severability.   Any provision of this Pledge Agreement held
to be illegal, invalid or unenforceable in any jurisdiction, shall, as to such
jurisdiction, be ineffective to the extent of such illegality, invalidity or
unenforceability without affecting the legality, validity or enforceability of
the remaining provisions hereof or thereof; and the illegality, invalidity or
unenforceability of a particular provision in a particular jurisdiction shall
not invalidate or render unenforceable such provision in any other
jurisdiction.


21.  Notices.  All notices, requests and other
communications to the Pledgors or Administrative Agent hereunder shall be
delivered in the manner required by the Amended and Restated Credit Agreement
and shall be sufficiently given to Administrative Agent or any Pledgor if
addressed or delivered to them at, in the case of the Administrative Agent and
Borrowers, its addresses and telecopier numbers specified in the Amended and
Restated Credit Agreement and in the case of any other Pledgor, at their
respective addresses and telecopier numbers provided in the Subsidiary Guaranty
Agreement.  All such notices and
communications shall be deemed to have been duly given at the times set forth
in the Amended and Restated Credit Agreement.


22.  Counterparts;
Integration.  This
Pledge Agreement may be executed by one or more of the parties to this Pledge
Agreement on any number of separate counterparts (including by telecopy), and
all of said counterparts taken together shall be deemed to constitute one and
the same instrument. This Pledge Agreement constitutes the entire agreement
among the parties hereto regarding the subject matters hereof and supersedes
all prior agreements and understandings, oral or written, regarding such
subject matter.


23.  Governing
Law; Jurisdiction; Consent to Service of Process.


(a)           This
Pledge Agreement shall be construed in accordance with and be governed by the
law of the State of New York.


(b)           Each
party to this Pledge Agreement hereby irrevocably and unconditionally submits,
for itself and its property, to the non-exclusive jurisdiction of the United
States courts located within the  Southern
district in the State of New York, and of any state court of the State of New
York located in New York county and any appellate court from any thereof, in
any action or proceeding arising out of or relating to this Pledge Agreement or
any other Loan Document or the transactions contemplated hereby or thereby, or
for recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in such New York state
court or, to the extent permitted by applicable law, such Federal court. Each
of the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law.  Nothing in this Pledge Agreement shall affect
any right that the Administrative Agent, the Issuing Bank or any Lender may
otherwise have to bring any action or proceeding relating to this Pledge
Agreement against any Pledgor or its properties in the courts of any
jurisdiction.



 16
 









(c)           Each
party to this Pledge Agreement ir­­revocably and unconditionally waives any
objection which it may now or hereafter have to the laying of venue of any
such suit, action or proceeding described in paragraph (b) of this Section and
brought in any court referred to in paragraph (b) of this Section.  Each party hereto irrevocably waives, to the
fullest extent permitted by applicable law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.


(d)           Each party to this Pledge Agreement
irrevocably consents to the service of process in the manner provided for
notices in Section 10.1 of the Amended and Restated Credit
Agreement.  Nothing in this Pledge
Agreement will affect the right of the Administrative Agent or any Lender to
serve process in any other manner permitted by law.


24.  WAIVER
OF JURY TRIAL. 
EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF THIS PLEDGE AGREEMENT OR ANY
OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (i) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (ii) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
PLEDGE AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


25.  Benefit
of Secured Parties. 
All Liens granted or contemplated hereby shall be for the benefit of the
Secured Parties, and all proceeds or payments realized from Pledged Collateral
in accordance herewith shall be applied to the Secured Obligations in
accordance with Section 8.2 of the Amended and Restated Credit Agreement.


26.  Termination
of this Pledge Agreement. 
No termination or cancellation (regardless of cause or procedure) of the
Amended and Restated Credit Agreement shall in any way affect or impair the
powers, obligations, duties, rights and liabilities of the parties hereto in
any way with respect to (i) any transaction or event occurring prior to such
termination or cancellation, (ii) the Pledged Collateral, or (iii) any Pledgor’s
undertakings, agreements, covenants, warranties and representations contained
in this Pledge Agreement and all such undertakings, agreements, covenants,
warranties and representations shall survive such termination or cancellation
until the payment and performance, in full, of all Secured Obligations (other
than indemnities and other similar contingent obligations surviving the
termination of this Pledge Agreement for which no claim has been made and which
are unknown and not calculable at the time of termination and those Obligations
relating to the Hedging Obligations) of the Pledgors and the termination of all
commitments to lend or issue letters of credit under the Amended and Restated
Credit Agreement.  Subject to Section
17  hereof, this Pledge Agreement and the security interests granted hereunder
shall terminate when all of the Secured Obligations (other than those Secured
Obligations relating to the Hedging Obligations) have been paid in full in cash
and the Lenders have no further commitment to lend under the Amended and
Restated Credit Agreement, the LC 



 17
 









Exposure has been reduced to zero and the Issuing Bank
has no further obligation to issue Letters of Credit under the Amended and
Restated Credit Agreement.  Upon such
termination, Administrative Agent shall return all Pledged Collateral in its
possession to the respective Pledgors and will, at the sole cost and expense of
the Pledgors, execute such documents, without recourse or warranty, as Pledgors
deem reasonably necessary to release any interests held by Administrative Agent
or the Secured Parties in the Pledged Collateral.


27.  Additional
Pledged Collateral. 
In the event that the any Pledgor is required, under the terms of any
Loan Document or otherwise, to pledge and hypothecate any Collateral after the
Closing Date, such Pledgor shall pledge and hypothecate such Collateral, and be
bound with respect to such Col­lateral by all of the terms and conditions
hereof, by delivery to the Administrative Agent of an executed counter­part of
a Supplement to Subsidiary Pledge Agreement in the form of Exhibit A
attached hereto.


28.  Additional
Pledgors.  Pursuant
to Section 5.10 of the Amended and Restated Credit Agreement, each Subsidiary
that that is required to become a Subsidiary Loan Party after the date of the
Amended and Restated Credit Agreement is required to enter into this Agreement
as a Pledgor upon becoming such a Subsidiary Loan Party.  Upon execution and delivery after the date
hereof by the Administrative Agent and such Subsidiary of an instrument in the
form of Exhibit B, such Subsidiary shall become a Pledgor hereunder with
the same force and effect as if originally named as a Pledgor herein.  The execution and delivery of any instrument
adding an additional Pledgor as a party to this Pledge Agreement shall not
require the consent of any other Pledgor hereunder.  The rights and obligations of each Pledgor
hereunder shall remain in full force and effect notwithstanding the addition of
any new Pledgor as a party to this Pledge Agreement.


[Signature Pages Follow]


 



 18















IN
WITNESS WHEREOF, each Pledgor has caused this Pledge Agreement to be executed
and delivered by its duly authorized officer as of the date first set forth
above.


	
  

  	
   

  	
  AAI CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ James H. Perry

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  James H. Perry

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  UNITED INDUSTRIAL CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ James H. Perry

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  James H. Perry

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AAI/ACL TECHNOLOGIES, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ James H. Perry

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  James H. Perry

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AAI SERVICES CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ James H. Perry

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  James H. Perry

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


 


 


 


 


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  SYMTX, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ James H. Perry

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  James H. Perry

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MCTURBINE INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Francis X. Reinhardt

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
  Francis X. Reinhardt

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
  Vice President, Financial Integration and Control

  



 


 


 


 


 


 


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  Acknowledged and Agreed to:

  	
   

  	
   

  	
   

  	
   

  
	
  SUNTRUST BANK,

  	
   

  	
   

  	
   

  	
   

  
	
  as Administrative Agent

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ John E. Hehir

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
  John E. Hehir

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Senior Vice President

  	
   

  	
   

  	
   

  	
   

  



 


 


 


 


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