<PAGE>

                                                                     EXHIBIT 4.3

                                                                       EXHIBIT M
                                                             TO CREDIT AGREEMENT

================================================================================

                               SECURITY AGREEMENT

                                       By

                              QUEST CHEROKEE, LLC,
                                   as Borrower

                                       and

                           THE GUARANTORS PARTY HERETO

                                       and

                            UBS AG, STAMFORD BRANCH,
                               as Collateral Agent

                             ----------------------

                            Dated as of July 22, 2004

================================================================================

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                                TABLE OF CONTENTS

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PREAMBLE....................................................................................................    1

RECITALS....................................................................................................    1

AGREEMENT...................................................................................................    2

                                    ARTICLE I

                         DEFINITIONS AND INTERPRETATION

SECTION 1.1.    DEFINITIONS.................................................................................    2
SECTION 1.2.    INTERPRETATION..............................................................................   10
SECTION 1.3.    RESOLUTION OF DRAFTING AMBIGUITIES..........................................................   10
SECTION 1.4.    PERFECTION CERTIFICATE......................................................................   10

                                   ARTICLE II

                    GRANT OF SECURITY AND SECURED OBLIGATIONS

SECTION 2.1.    GRANT OF SECURITY INTEREST..................................................................   10
SECTION 2.2.    FILINGS.....................................................................................   12

                                   ARTICLE III

                  PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES;
                            USE OF PLEDGED COLLATERAL

SECTION 3.1.    DELIVERY OF CERTIFICATED SECURITIES COLLATERAL..............................................   12
SECTION 3.2.    PERFECTION OF UNCERTIFICATED SECURITIES COLLATERAL..........................................   13
SECTION 3.3.    FINANCING STATEMENTS AND OTHER FILINGS; MAINTENANCE OF PERFECTED SECURITY INTEREST..........   13
SECTION 3.4.    OTHER ACTIONS...............................................................................   14
SECTION 3.5.    JOINDER OF ADDITIONAL GUARANTORS............................................................   18
SECTION 3.6.    SUPPLEMENTS; FURTHER ASSURANCES.............................................................   19
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                                   ARTICLE IV

                    REPRESENTATIONS, WARRANTIES AND COVENANTS

SECTION 4.1.    TITLE.......................................................................................   19
SECTION 4.2.    VALIDITY OF SECURITY INTEREST...............................................................   20
SECTION 4.3.    DEFENSE OF CLAIMS; TRANSFERABILITY OF PLEDGED COLLATERAL....................................   20
SECTION 4.4.    OTHER FINANCING STATEMENTS..................................................................   20
SECTION 4.5.    CHIEF EXECUTIVE OFFICE; CHANGE OF NAME; JURISDICTION OF ORGANIZATION........................   20
SECTION 4.6.    LOCATION OF INVENTORY AND EQUIPMENT.........................................................   21
SECTION 4.7.    DUE AUTHORIZATION AND ISSUANCE..............................................................   21
SECTION 4.8.    CONSENTS, ETC...............................................................................   21
SECTION 4.9.    PLEDGED COLLATERAL..........................................................................   21
SECTION 4.10.   INSURANCE...................................................................................   21
SECTION 4.11.   PAYMENT OF TAXES; COMPLIANCE WITH LAWS; CONTESTING LIENS; CLAIMS............................   22
SECTION 4.12.   ACCESS TO PLEDGED COLLATERAL, BOOKS AND RECORDS; OTHER INFORMATION..........................   22

                                    ARTICLE V

               CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL

SECTION 5.1.    PLEDGE OF ADDITIONAL SECURITIES COLLATERAL..................................................   22
SECTION 5.2.    VOTING RIGHTS; DISTRIBUTIONS; ETC...........................................................   23
SECTION 5.3.    DEFAULTS, ETC...............................................................................   24
SECTION 5.4.    CERTAIN AGREEMENTS OF PLEDGORS AS ISSUERS AND HOLDERS OF EQUITY INTERESTS...................   24

                                   ARTICLE VI

                   CERTAIN PROVISIONS CONCERNING INTELLECTUAL
                               PROPERTY COLLATERAL

SECTION 6.1.    GRANT OF LICENSE............................................................................   25
SECTION 6.2.    PROTECTION OF COLLATERAL AGENT'S SECURITY...................................................   25
SECTION 6.3.    AFTER-ACQUIRED PROPERTY.....................................................................   26
SECTION 6.4.    LITIGATION..................................................................................   26
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                                   ARTICLE VII

                     CERTAIN PROVISIONS CONCERNING ACCOUNTS

SECTION 7.1.    MAINTENANCE OF RECORDS......................................................................   27
SECTION 7.2.    [RESERVED]..................................................................................   27
SECTION 7.3.    MODIFICATION OF TERMS, ETC..................................................................   27
SECTION 7.4.    COLLECTION..................................................................................   27

                                  ARTICLE VIII

                                    TRANSFERS

SECTION 8.1.    TRANSFERS OF PLEDGED COLLATERAL.............................................................   28

                                   ARTICLE IX

                                    REMEDIES

SECTION 9.1.    REMEDIES....................................................................................   28
SECTION 9.2.    NOTICE OF SALE..............................................................................   30
SECTION 9.3.    WAIVER OF NOTICE AND CLAIMS.................................................................   30
SECTION 9.4.    CERTAIN SALES OF PLEDGED COLLATERAL.........................................................   31
SECTION 9.5.    NO WAIVER; CUMULATIVE REMEDIES..............................................................   32
SECTION 9.6.    CERTAIN ADDITIONAL ACTIONS REGARDING INTELLECTUAL PROPERTY..................................   33

                                    ARTICLE X

            PROCEEDS OF CASUALTY EVENTS AND COLLATERAL DISPOSITIONS;
                             APPLICATION OF PROCEEDS

SECTION 10.1.   PROCEEDS OF CASUALTY EVENTS AND COLLATERAL DISPOSITIONS.....................................   33
SECTION 10.2.   APPLICATION OF PROCEEDS.....................................................................   33

                                   ARTICLE XI

                                  MISCELLANEOUS

SECTION 11.1.   CONCERNING COLLATERAL AGENT.................................................................   33
SECTION 11.2.   COLLATERAL AGENT MAY PERFORM; COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT...................   34
SECTION 11.3.   CONTINUING SECURITY INTEREST; ASSIGNMENT....................................................   35
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SECTION 11.4.   TERMINATION; RELEASE........................................................................   35
SECTION 11.5.   MODIFICATION IN WRITING.....................................................................   35
SECTION 11.6.   NOTICES.....................................................................................   36
SECTION 11.7.   GOVERNING LAW, CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL.........   36
SECTION 11.8.   SEVERABILITY OF PROVISIONS..................................................................   36
SECTION 11.9.   EXECUTION IN COUNTERPARTS...................................................................   36
SECTION 11.10.  BUSINESS DAYS...............................................................................   36
SECTION 11.11.  WAIVER OF STAY..............................................................................   36
SECTION 11.12.  NO CREDIT FOR PAYMENT OF TAXES OR IMPOSITION................................................   37
SECTION 11.13.  NO CLAIMS AGAINST COLLATERAL AGENT..........................................................   37
SECTION 11.14.  NO RELEASE..................................................................................   37
SECTION 11.15.  OBLIGATIONS ABSOLUTE........................................................................   37

SIGNATURES..................................................................................................  S-1
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EXHIBIT 1   Form of Issuer's Acknowledgment
EXHIBIT 2   Form of Securities Pledge Amendment
EXHIBIT 3   Form of Joinder Agreement
EXHIBIT 4   Form of Control Agreement Concerning Securities Accounts
EXHIBIT 5   Form of Control Agreement Concerning Deposit Accounts
EXHIBIT 6   Form of Copyright Security Agreement
EXHIBIT 7   Form of Patent Security Agreement
EXHIBIT 8   Form of Trademark Security Agreement
EXHIBIT 9   Form of Bailee's Letter

                                      -iv-

<PAGE>

                               SECURITY AGREEMENT

            SECURITY AGREEMENT dated as of July 22, 2004 (as amended, amended
and restated, supplemented or otherwise modified from time to time in accordance
with the provisions hereof, the "Agreement") made by QUEST CHEROKEE, LLC, a
Delaware limited liability company (the "Borrower") and THE GUARANTORS LISTED ON
THE SIGNATURE PAGES HERETO (the "Original Guarantors") OR FROM TIME TO TIME
PARTY HERETO BY EXECUTION OF A JOINDER AGREEMENT (the "Additional Guarantors,"
and together with the Original Guarantors, the "Guarantors"), as pledgors,
assignors and debtors (the Borrower, together with the Guarantors, in such
capacities and together with any successors in such capacities, the "Pledgors,"
and each, a "Pledgor"), in favor of UBS AG, STAMFORD BRANCH, in its capacity as
collateral agent pursuant to the Credit Agreement (as hereinafter defined), as
pledgee, assignee and secured party (in such capacities and together with any
successors in such capacities, the "Collateral Agent").

                                R E C I T A L S:

            A. The Borrower, the Original Guarantors, the Collateral Agent and
the lending institutions listed therein (the "Lenders") have, in connection with
the execution and delivery of this Agreement, entered into that certain credit
agreement, dated as of July 22, 2004 (as amended, amended and restated,
supplemented or otherwise modified from time to time, the "Credit Agreement").

            B.Each Original Guarantor has, pursuant to the Credit Agreement,
unconditionally guaranteed the Obligations.

            C.The Borrower and each Original Guarantor will receive substantial
benefits from the execution, delivery and performance of the obligations under
the Credit Agreement and the other Loan Documents and each is, therefore,
willing to enter into this Agreement.

            D.Each Pledgor is or, as to Pledged Collateral (as hereinafter
defined) acquired by such Pledgor after the date hereof will be, the legal
and/or beneficial owner of the Pledged Collateral pledged by it hereunder.

            E.This Agreement is given by each Pledgor in favor of the Collateral
Agent for the benefit of the Secured Parties (as hereinafter defined) to secure
the payment and performance of all of the Obligations (as hereinafter defined).

            F.It is a condition to the obligations of the Lenders to make the
Loans under the Credit Agreement and a condition to the Issuing Bank issuing
Letters of Credit under the Credit Agreement that each Pledgor execute and
deliver the applicable Loan Documents, including this Agreement.

<PAGE>

                                       -2-

                               A G R E E M E N T:

            NOW THEREFORE, in consideration of the foregoing premises and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, each Pledgor and the Collateral Agent hereby agree as follows:

                                   ARTICLE I

                         DEFINITIONS AND INTERPRETATION

            SECTION 1.1. Definitions.

            (a) Unless otherwise defined herein or in the Credit Agreement,
capitalized terms used herein that are defined in the UCC shall have the
meanings assigned to them in the UCC.

            (b) Terms used but not otherwise defined herein that are defined in
the Credit Agreement shall have the meanings given to them in the Credit
Agreement. Sections 1.03, 1.05 and 1.06 of the Credit Agreement shall apply
herein mutatis mutandis.

            (c) The following terms shall have the following meanings:

            "Additional Guarantors" shall have the meaning assigned to such term
in the Preamble hereof.

            "Additional Pledged Interests" shall mean, collectively, with
respect to each Pledgor, (i) all options, warrants, rights, agreements,
additional membership, partnership or other equity interests of whatever class
of any issuer of Initial Pledged Interests or any interest in any such issuer,
together with all rights, privileges, authority and powers of such Pledgor
relating to such interests in each such issuer or under any Organizational
Document of any such issuer, and the certificates, instruments and agreements
representing such membership, partnership or other interests and any and all
interest of such Pledgor in the entries on the books of any financial
intermediary pertaining to such membership, partnership or other equity
interests from time to time acquired by such Pledgor in any manner and (ii) all
membership, partnership or other equity interests, as applicable, of each
limited liability company, partnership or other entity (other than a
corporation) hereafter acquired or formed by such Pledgor and all options,
warrants, rights, agreements, additional membership, partnership or other equity
interests of whatever class of such limited liability company, partnership or
other entity, together with all rights, privileges, authority and powers of such
Pledgor relating to such interests or under any Organizational Document of any
such issuer, and the certificates, instruments and agreements representing such
membership, partnership or other equity interests and any and all interest of
such Pledgor in the entries on the books of any financial intermediary
pertaining to such membership, partnership or other interests, from time to time
acquired by such Pledgor in any manner.

<PAGE>

                                       -3-

            "Additional Pledged Shares" shall mean, collectively, with respect
to each Pledgor, (i) all options, warrants, rights, agreements, additional
shares of capital stock of whatever class of any issuer of the Initial Pledged
Shares or any other equity interest in any such issuer, together with all
rights, privileges, authority and powers of such Pledgor relating to such
interests issued by any such issuer under any Organizational Document of any
such issuer, and the certificates, instruments and agreements representing such
interests and any and all interest of such Pledgor in the entries on the books
of any financial intermediary pertaining to such interests, from time to time
acquired by such Pledgor in any manner and (ii) all the issued and outstanding
shares of capital stock of each corporation hereafter acquired or formed by such
Pledgor and all options, warrants, rights, agreements or additional shares of
capital stock of whatever class of such corporation, together with all rights,
privileges, authority and powers of such Pledgor relating to such shares or
under any Organizational Document of such corporation, and the certificates,
instruments and agreements representing such shares and any and all interest of
such Pledgor in the entries on the books of any financial intermediary
pertaining to such shares, from time to time acquired by such Pledgor in any
manner.

            "Agreement" shall have the meaning assigned to such term in the
Preamble hereof.

            "As-extracted collateral" shall mean (a) oil, gas, or other minerals
that are subject to a security interest that: (i) is created by a debtor having
an interest in the minerals before extraction; and (ii) attaches to the minerals
as extracted; or (b) accounts arising out of the sale at the wellhead or
minehead of oil, gas, or other minerals in which the debtor had an interest
before extraction.

            "Bailee Letter" shall be an agreement in form substantially similar
to Exhibit 9 annexed hereto.

            "Borrower" shall have the meaning assigned to such term in the
Preamble hereof.

            "Claims" shall mean any and all property and other taxes,
assessments and special assessments, levies, fees and all governmental charges
imposed upon or assessed against, and landlords', carriers', mechanics',
workmen's, repairmen's, laborers', materialmen's, suppliers' and warehousemen's
Liens and other claims arising by operation of law against, all or any portion
of the Pledged Collateral.

            "Collateral Account" shall mean a collateral account or sub-account
established and maintained in accordance with the provisions of Section 9.01 of
the Credit Agreement and all property from time to time on deposit in the
Collateral Account.

            "Collateral Agent" shall have the meaning assigned to such term in
the Preamble hereof.

            "Commodity Account Control Agreement" shall mean a commodity account
control agreement in a form that is reasonably satisfactory to the
Administrative Agent and Pledgor.

<PAGE>

                                       -4-

            "Contested Liens" shall mean, collectively, any Liens incurred in
respect of any Claims to the extent that the amounts owing in respect thereof
are not yet delinquent or are being contested and otherwise comply with the
provisions of Section 4.11 hereof; provided, however, that such Liens shall in
all respects be subject and subordinate in priority to the Lien and security
interest created by this Agreement, except if and to the extent that the law or
regulation creating, permitting or authorizing such Lien provides that such Lien
must be superior to the Lien and security interest created and evidenced hereby.

            "Contracts" shall mean, collectively, with respect to each Pledgor,
all sale, service, performance, equipment or property lease contracts,
agreements and grants and all other contracts, agreements or grants (in each
case, whether written or oral, or third party or intercompany), between such
Pledgor and third parties, and all assignments, amendments, restatements,
supplements, extensions, renewals, replacements or modifications thereof.

            "Control" shall mean (i) in the case of each Deposit Account,
"control," as such term is defined in Section 9-104 of the UCC, and (ii) in the
case of any Security Entitlement, "control," as such term is defined in Section
8-106 of the UCC and (iii) in the case of any Commodity Contract, "control," as
such term is defined in Section 9-106 of the UCC.

            "Control Agreements" shall mean, collectively, the Deposit Account
Control Agreement, the Securities Account Control Agreement and the Commodity
Account Control Agreement.

            "Copyrights" shall mean, collectively, with respect to each Pledgor,
all copyrights (whether statutory or common law, whether established or
registered in the United States or any other country or any political
subdivision thereof, whether registered or unregistered and whether published or
unpublished) and all copyright registrations and applications made by such
Pledgor, in each case, whether now owned or hereafter created or acquired by or
assigned to such Pledgor, together with any and all (i) rights and privileges
arising under applicable law with respect to such Pledgor's use of such
copyrights, (ii) reissues, renewals, continuations and extensions thereof, (iii)
income, fees, royalties, damages, claims and payments now or hereafter due
and/or payable with respect thereto, including damages and payments for past,
present or future infringements thereof, (iv) rights corresponding thereto
throughout the world and (v) rights to sue for past, present or future
infringements thereof.

            "Copyright Security Agreement" shall mean an agreement substantially
in the form annexed hereto as Exhibit 6.

            "Credit Agreement" shall have the meaning assigned to such term in
Recital A hereof.

            "Deposit Account Control Agreement" shall mean an agreement
substantially in the form annexed hereto as Exhibit 5 or such other form that is
reasonably satisfactory to the Collateral Agent and Pledgor.

<PAGE>

                                       -5-

            "Deposit Accounts" shall mean, collectively, with respect to each
Pledgor, (i) all "deposit accounts" as such term is defined in the UCC and in
any event shall include the LC Sub-Account and the Collateral Account and all
accounts and sub-accounts relating to any of the foregoing accounts and (ii) all
cash, funds, checks, notes and instruments from time to time on deposit in any
of the accounts or sub-accounts described in clause (i) of this definition.

            "Distributions" shall mean, collectively, with respect to each
Pledgor, all dividends, cash, options, warrants, rights, instruments,
distributions, returns of capital or principal, income, interest, profits and
other property, interests (debt or equity) or proceeds, including as a result of
a split, revision, reclassification or other like change of the Pledged
Securities, from time to time received, receivable or otherwise distributed to
such Pledgor in respect of or in exchange for any or all of the Pledged
Securities or Intercompany Notes.

            "Excluded Property" shall mean Special Property other than the
following:

            (a) the right to receive any payment of money (including Accounts,
      General Intangibles and Payment Intangibles) or any other rights referred
      to in Sections 9-406(f), 9-407(a) or 9-408(a) of the UCC to the extent
      that such sections of the UCC are effective to limit the prohibitions
      which make such property "Special Property"; and

            (b) any Proceeds, substitutions or replacements of any Special
      Property (unless such Proceeds, substitutions or replacements would
      constitute Special Property).

            "General Intangibles" shall mean, collectively, with respect to each
Pledgor, all "general intangibles," as such term is defined in the UCC, of such
Pledgor and, in any event, shall include (i) all of such Pledgor's rights, title
and interest in, to and under all insurance policies and Contracts, (ii) all
know-how and warranties relating to any of the Pledged Collateral or the
Mortgaged Property, (iii) any and all other rights, claims, choses-in-action and
causes of action of such Pledgor against any other person and the benefits of
any and all collateral or other security given by any other person in connection
therewith, (iv) all guarantees, endorsements and indemnifications on, or of, any
of the Pledged Collateral or any of the Mortgaged Property, (v) all lists,
books, records, correspondence, ledgers, printouts, files (whether in printed
form or stored electronically), tapes and other papers or materials containing
information relating to any of the Pledged Collateral or any of the Mortgaged
Property, including all customer or tenant lists, identification of suppliers,
data, plans, blueprints, specifications, designs, drawings, appraisals, recorded
knowledge, surveys, studies, engineering reports, test reports, manuals,
standards, processing standards, performance standards, catalogs, research data,
computer and automatic machinery software and programs and the like, field
repair data, accounting information pertaining to such Pledgor's operations or
any of the Pledged Collateral or any of the Mortgaged Property and all media in
which or on which any of the information or knowledge or data or records may be
recorded or stored and all computer programs used for the compilation or
printout of such information, knowledge, records or data, (vi) all licenses,
consents, permits, variances, certifications, authorizations and approvals,
however characterized, of any Governmental Authority (or any person acting on
behalf of a Governmental Authority) now or hereafter acquired or held by such
Pledgor pertaining to operations now or hereafter conducted by such Pledgor or
any of the

<PAGE>

                                       -6-

Pledged Collateral or any of the Mortgaged Property including building permits,
certificates of occupancy, environmental certificates, industrial permits or
licenses and certificates of operation and (vii) all rights to reserves,
deferred payments, deposits, refunds, indemnification of claims to the extent
the foregoing relate to any Pledged Collateral or Mortgaged Property and claims
for tax or other refunds against any Governmental Authority relating to any
Pledged Collateral or any of the Mortgaged Property.

            "Goodwill" shall mean, collectively, with respect to each Pledgor,
the goodwill connected with such Pledgor's business including (i) all goodwill
connected with the use of and symbolized by any Trademark or Trademark License
in which such Pledgor has any interest, (ii) all know-how, trade secrets,
customer and supplier lists, proprietary information, inventions, methods,
procedures, formulae, descriptions, compositions, technical data, drawings,
specifications, name plates, catalogs, confidential information and the right to
limit the use or disclosure thereof by any person, pricing and cost information,
business and marketing plans and proposals, consulting agreements, engineering
contracts and such other assets which relate to such goodwill and (iii) all
product lines of such Pledgor's business.

            "Guarantors" shall have the meaning assigned to such term in the
Preamble hereof.

            "Initial Pledged Interests" shall mean, with respect to each
Pledgor, all membership, partnership or other equity interests (other than in a
corporation), as applicable, of each issuer described in Schedule 11 annexed to
the Perfection Certificate, together with all rights, privileges, authority and
powers of such Pledgor in and to each such issuer or under any Organizational
Document of each such issuer, and the certificates, instruments and agreements
representing such membership, partnership or other interests and any and all
interest of such Pledgor in the entries on the books of any financial
intermediary pertaining to such membership, partnership or other interests.

            "Initial Pledged Shares" shall mean, collectively, with respect to
each Pledgor, the issued and outstanding shares of capital stock of each issuer
described in Schedule 11 annexed to the Perfection Certificate together with all
rights, privileges, authority and powers of such Pledgor relating to such
interests in each such issuer or under any Organizational Document of each such
issuer, and the certificates, instruments and agreements representing such
shares of capital stock and any and all interest of such Pledgor in the entries
on the books of any financial intermediary pertaining to the Initial Pledged
Shares.

            "Instruments" shall mean, collectively, with respect to each
Pledgor, all "instruments," as such term is defined in Article 9, rather than
Article 3, of the UCC, and shall include all promissory notes, drafts, bills of
exchange or acceptances.

            "Intellectual Property Collateral" shall mean, collectively, the
Patents, Trademarks, Copyrights, Licenses and Goodwill.

<PAGE>

                                       -7-

            "Intercompany Notes" shall mean, with respect to each Pledgor, all
intercompany notes described in Schedule 12 annexed to the Perfection
Certificate and intercompany notes hereafter acquired by such Pledgor and all
certificates, instruments or agreements evidencing such intercompany notes, and
all assignments, amendments, restatements, supplements, extensions, renewals,
replacements or modifications thereof to the extent permitted pursuant to the
terms hereof.

            "Investment Property" shall mean a security, whether certificated or
uncertificated, Security Entitlement, Securities Account, Commodity Contract or
Commodity Account, excluding, however, the Securities Collateral.

            "Joinder Agreement" shall mean an agreement substantially in the
form annexed hereto as Exhibit 3.

            "Lenders" shall have the meaning assigned to such term in Recital A
hereof.

            "Licenses" shall mean, collectively, with respect to each Pledgor,
all license and distribution agreements with, and covenants not to sue, any
other party with respect to any Patent, Trademark or Copyright or any other
patent, trademark or copyright, whether such Pledgor is a licensor or licensee,
distributor or distributee under any such license or distribution agreement,
together with any and all (i) renewals, extensions, supplements and
continuations thereof, (ii) income, fees, royalties, damages, claims and
payments now and hereafter due and/or payable thereunder and with respect
thereto including damages and payments for past, present or future infringements
or violations thereof, (iii) rights to sue for past, present and future
infringements or violations thereof and (iv) other rights to use, exploit or
practice any or all of the Patents, Trademarks or Copyrights or any other
patent, trademark or copyright.

            "Mortgaged Property" shall have the meaning assigned to such term in
the Mortgages.

            "Original Guarantors" shall have the meaning assigned to such term
in the Preamble hereof.

            "Patents" shall mean, collectively, with respect to each Pledgor,
all patents issued or assigned to and all patent applications and registrations
made by such Pledgor (whether established or registered or recorded in the
United States or any other country or any political subdivision thereof),
together with any and all (i) rights and privileges arising under applicable law
with respect to such Pledgor's use of any patents, (ii) inventions and
improvements described and claimed therein, (iii) reissues, divisions,
continuations, renewals, extensions and continuations-in-part thereof, (iv)
income, fees, royalties, damages, claims and payments now or hereafter due
and/or payable thereunder and with respect thereto including damages and
payments for past, present or future infringements thereof, (v) rights
corresponding thereto throughout the world and (vi) rights to sue for past,
present or future infringements thereof.

<PAGE>

                                       -8-

            "Patent Security Agreement" shall mean an agreement substantially in
the form annexed hereto as Exhibit 7.

            "Perfection Certificate" shall mean that certain perfection
certificate dated July 22, 2004, executed and delivered by each Pledgor in favor
of the Collateral Agent for the benefit of the Secured Parties, and each other
Perfection Certificate (which shall be in form and substance reasonably
acceptable to the Collateral Agent) executed and delivered by the applicable
Guarantor in favor of the Collateral Agent for the benefit of the Secured
Parties contemporaneously with the execution and delivery of each Joinder
Agreement executed in accordance with Section 3.5 hereof, in each case, as the
same may be amended, amended and restated, supplemented or otherwise modified
from time to time in accordance with the Credit Agreement or upon the reasonable
request of the Collateral Agent.

            "Pledge Amendment" shall have the meaning assigned to such term in
Section 5.1 hereof.

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

            "Pledged Interests" shall mean, collectively, the Initial Pledged
Interests and the Additional Pledged Interests; provided, however, that to the
extent applicable, Pledged Interests shall not include any interest which is not
required to be pledged pursuant to Section 5.11(b) of the Credit Agreement.

            "Pledged Securities" shall mean, collectively, the Pledged
Interests, the Pledged Shares and the Successor Interests.

            "Pledged Shares" shall mean, collectively, the Initial Pledged
Shares and the Additional Pledged Shares; provided, however, that Pledged Shares
shall not include any shares which are not required to be pledged pursuant to
Section 5.11(b) of the Credit Agreement.

            "Pledgor" shall have the meaning assigned to such term in the
Preamble hereof.

            "Secured Parties" shall mean, collectively, the Administrative
Agent, the Collateral Agent, each other Agent, the Lenders and each party to a
Hedging Agreement relating to the Loans if at the date of entering into such
Hedging Agreement 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 Collateral Agent as its agent under the applicable Loan
Documents and (ii) agrees to be bound by the provisions of Section 9.03 of the
Credit Agreement.

            "Securities Account Control Agreement" shall mean an agreement
substantially in the form annexed hereto as Exhibit 4 or such other form that is
reasonably satisfactory to the Collateral Agent and Pledgor.

<PAGE>

                                       -9-

            "Securities Collateral" shall mean, collectively, the Pledged
Securities, the Intercompany Notes and the Distributions.

            "Special Property" shall mean:

            (a) any permit, lease or license held by any Pledgor that validly
      prohibits the creation by such Pledgor of a security interest therein;

            (b) any permit, lease or license held by any Pledgor to the extent
      that any Requirement of Law applicable thereto prohibits the creation of a
      security interest therein; and

            (c) Equipment owned by any Pledgor on the date hereof or hereafter
      acquired that is subject to a Lien securing a Purchase Money Obligation or
      Capital Lease Obligation permitted to be incurred pursuant to the
      provisions of the Credit Agreement if the contract or other agreement in
      which such Lien is granted (or the documentation providing for such
      Purchase Money Obligation or Capital Lease Obligation) validly prohibits
      the creation of any other Lien on such Equipment;

provided, however, that in each case described in clauses (a), (b) and (c) of
this definition, such property shall constitute "Special Property" only to the
extent and for so long as such permit, lease, license, contract or other
agreement or Requirement of Law applicable thereto validly prohibits the
creation of a Lien on such property in favor of the Collateral Agent and, upon
the termination of such prohibition (howsoever occurring), such property shall
cease to constitute "Special Property."

            "Successor Interests" shall mean, collectively, with respect to each
Pledgor, all shares of each class of the capital stock of the successor
corporation or interests or certificates of the successor limited liability
company, partnership or other entity owned by such Pledgor (unless such
successor is such Pledgor itself) formed by or resulting from any consolidation
or merger in which any person listed in Schedule 1(a) annexed to the Perfection
Certificate is not the surviving entity; provided, however, that to the extent
applicable, Successor Interest shall not include any shares or interests which
are not required to be pledged pursuant to Section 5.11(b) of the Credit
Agreement.

            "Trademarks" shall mean, collectively, with respect to each Pledgor,
all trademarks (including service marks), slogans, logos, certification marks,
trade dress, uniform resource locations (URL's), domain names, corporate names
and trade names, whether registered or unregistered, owned by or assigned to
such Pledgor and all registrations and applications for the foregoing (whether
statutory or common law and whether established or registered in the United
States or any other country or any political subdivision thereof), together with
any and all (i) rights and privileges arising under applicable law with respect
to such Pledgor's use of any trademarks, (ii) reissues, continuations,
extensions and renewals thereof, (iii) income, fees, royalties, damages and
payments now and hereafter due and/or payable thereunder and with respect
thereto, including damages, claims and payments for past, present or future
infringements

<PAGE>

                                      -10-

thereof, (iv) rights corresponding thereto throughout the world and (v) rights
to sue for past, present and future infringements thereof.

            "Trademark Security Agreement" shall mean an agreement substantially
in the form annexed hereto as Exhibit 8.

            "UCC" shall mean the Uniform Commercial Code as in effect on the
date hereof in the State of New York; provided, however, that if by reason of
mandatory provisions of law, any or all of the attachment, perfection or
priority of the Collateral Agent's and the Secured Parties' security interest in
any item or portion of the Pledged Collateral is governed by the Uniform
Commercial Code as in effect in a jurisdiction other than the State of New York,
the term "UCC" shall mean the Uniform Commercial Code as in effect on the date
hereof in such other jurisdiction for purposes of the provisions hereof relating
to such attachment, perfection or priority and for purposes of definitions
relating to such provisions.

            SECTION 1.2. Interpretation. The rules of interpretation specified
in the Credit Agreement (including Section 1.03 thereof) shall be applicable to
this Agreement.

            SECTION 1.3. Resolution of Drafting Ambiguities. Each Pledgor
acknowledges and agrees that it was represented by counsel in connection with
the execution and delivery hereof, that it and its counsel reviewed and
participated in the preparation and negotiation hereof and that any rule of
construction to the effect that ambiguities are to be resolved against the
drafting party (i.e., the Collateral Agent) shall not be employed in the
interpretation hereof.

            SECTION 1.4. Perfection Certificate. The Collateral Agent and each
Secured Party agree that the Perfection Certificate and all descriptions of
Pledged Collateral, schedules, amendments and supplements thereto are and shall
at all times remain a part of this Agreement.

                                   ARTICLE II

                    GRANT OF SECURITY AND SECURED OBLIGATIONS

            SECTION 2.1. Grant of Security Interest. As collateral security for
the payment and performance in full of all the Obligations, each Pledgor hereby
pledges and grants to the Collateral Agent for the benefit of the Secured
Parties, a lien on and security interest in and to all of the right, title and
interest of such Pledgor in, to and under the following property, wherever
located, whether now existing or hereafter arising or acquired from time to time
(collectively, the "Pledged Collateral"):

            (i)    all Accounts;

            (ii)   all Equipment, Goods, Inventory and Fixtures;

<PAGE>

                                      -11-

            (iii)  all Documents, Instruments and Chattel Paper;

            (iv)   all Letters of Credit and Letter-of-Credit Rights;

            (v)    all Securities Collateral;

            (vi)   all Collateral Accounts;

            (vii)  all Investment Property;

            (viii) all Intellectual Property Collateral;

            (ix)   the Commercial Tort Claims described on Schedule 15 to the
                   Perfection Certificate;

            (x)    all General Intangibles;

            (xi)   all Deposit Accounts;

            (xii)  all As-extracted collateral;

            (xiii) all Supporting Obligations;

            (xiv)  all books and records relating to the Pledged Collateral; and

            (xv)   to the extent not covered by clauses (i) through (xiv) of
                   this sentence, all other personal property of such Pledgor,
                   whether tangible or intangible, and all Proceeds and products
                   of each of the foregoing and all accessions to, substitutions
                   and replacements for, and rents, profits and products of,
                   each of the foregoing, and any and all Proceeds of any
                   insurance, indemnity, warranty or guaranty payable to such
                   Pledgor from time to time with respect to any of the
                   foregoing.

            Notwithstanding anything to the contrary contained in clauses (i)
through (xv) above, the security interest created by this Agreement shall not
extend to, and the term "Pledged Collateral" shall not include, (a) any Excluded
Property and (b) the Cash Collateral and the Cash Collateral Account (as such
terms are defined in the Loan Transfer Agreement), and (i) the Pledgors shall
from time to time (but no more frequently than quarterly) at the request of the
Collateral Agent give written notice to the Collateral Agent identifying in
reasonable detail the Special Property (and stating in such notice that such
Special Property constitutes "Excluded Property") and shall provide to the
Collateral Agent such other information regarding the Special Property as the
Collateral Agent may reasonably request and (ii) from and after the Closing
Date, no Pledgor shall permit to become effective in any document creating,
governing or providing for any permit, lease or license, a provision that would
prohibit the creation of a Lien on such permit, lease or license in favor of the
Collateral Agent unless such Pledgor believes, in its reasonable judgment, that
such prohibition is usual and customary in transactions of such type.

<PAGE>

                                      -12-

            SECTION 2.2. Filings. (a) Each Pledgor hereby irrevocably authorizes
the Collateral Agent at any time and from time to time to file in any relevant
jurisdiction any initial financing statements (including fixture filings) and
amendments thereto that contain the information required by Article 9 of the
Uniform Commercial Code of each applicable jurisdiction for the filing of any
financing statement or amendment relating to the Pledged Collateral, including
(i) whether such Pledgor is an organization, the type of organization and any
organizational identification number issued to such Pledgor, (ii) any financing
or continuation statements or other documents without the signature of such
Pledgor where permitted by law, including the filing of a financing statement
describing the Pledged Collateral as "all assets in which the Pledgor now owns
or hereafter acquires rights" and (iii) in the case of a financing statement
filed as a fixture filing or covering Pledged Collateral constituting oil, gas,
minerals to be extracted, other As-extracted collateral or timber to be cut, a
sufficient description of the real property to which such Pledged Collateral
relates. Each Pledgor agrees to provide all information described in the
immediately preceding sentence to the Collateral Agent promptly upon request.

            (b) Each Pledgor hereby ratifies its authorization for the
Collateral Agent to file in any relevant jurisdiction any initial financing
statements or amendments thereto relating to the Pledged Collateral if filed
prior to the date hereof.

            (c) Each Pledgor hereby further authorizes the Collateral Agent to
file filings with the United States Patent and Trademark Office or United States
Copyright Office (or any successor office or any similar office in any other
country), including this Agreement, the Copyright Security Agreement, the Patent
Security Agreement and the Trademark Security Agreement, or other documents for
the purpose of perfecting, confirming, continuing, enforcing or protecting the
security interest granted by such Pledgor hereunder, without the signature of
such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as
secured party.

                                   ARTICLE III

                  PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES;
                            USE OF PLEDGED COLLATERAL

            SECTION 3.1. Delivery of Certificated Securities Collateral. Each
Pledgor represents and warrants that all certificates, agreements or instruments
representing or evidencing the Securities Collateral in existence on the date
hereof have been delivered to the Collateral Agent in suitable form for transfer
by delivery or accompanied by duly executed instruments of transfer or
assignment in blank and that the Collateral Agent has a perfected first priority
security interest therein. Each Pledgor hereby agrees that all certificates,
agreements or instruments representing or evidencing Securities Collateral
acquired by such Pledgor after the date hereof shall promptly upon receipt
thereof by such Pledgor be delivered to and held by or on behalf of the
Collateral Agent pursuant hereto. All certificated Securities Collateral shall
be in suitable form for transfer by delivery or shall be accompanied by duly
executed instruments of transfer or as-

<PAGE>

                                      -13-

signment in blank, all in form and substance reasonably satisfactory to the
Collateral Agent. The Collateral Agent shall have the right, at any time upon
the occurrence and during the continuance of any Event of Default, to endorse,
assign or otherwise transfer to or to register in the name of the Collateral
Agent or any of its nominees or endorse for negotiation any or all of the
Securities Collateral, without any indication that such Securities Collateral is
subject to the security interest hereunder. In addition, upon the occurrence and
during the continuance of an Event of Default, the Collateral Agent shall have
the right at any time to exchange certificates representing or evidencing
Securities Collateral for certificates of smaller or larger denominations.

            SECTION 3.2. Perfection of Uncertificated Securities Collateral.
Each Pledgor represents and warrants that the Collateral Agent has a perfected
first priority security interest in all uncertificated Pledged Securities
pledged by it hereunder that are in existence on the date hereof. Each Pledgor
hereby agrees that if any of the Pledged Securities are at any time not
evidenced by certificates of ownership, then each applicable Pledgor shall, to
the extent permitted by applicable law (i) if necessary or desirable to perfect
a security interest in such Pledged Securities, cause such pledge to be recorded
on the equityholder register or the books of the issuer, cause the issuer to
execute and deliver to the Collateral Agent an acknowledgment of the pledge of
such Pledged Securities substantially in the form of Exhibit 1 annexed hereto,
execute any customary pledge forms or other documents necessary or appropriate
to complete the pledge and give the Collateral Agent the right to transfer such
Pledged Securities under the terms hereof and, upon request, provide to the
Collateral Agent an opinion of counsel, in form and substance reasonably
satisfactory to the Collateral Agent, confirming such pledge and perfection
thereof and (ii) use its commercially reasonable efforts to cause such Pledged
Securities to become certificated and delivered to the Collateral Agent in
accordance with the provisions of Section 3.1.

            SECTION 3.3. Financing Statements and Other Filings; Maintenance of
Perfected Security Interest. Each Pledgor represents and warrants that all
filings necessary to perfect the security interest granted by it to the
Collateral Agent in respect of the Pledged Collateral have been delivered to the
Collateral Agent in completed and, to the extent necessary or appropriate, duly
executed form for filing in each governmental, municipal or other office
specified in Schedule 7 annexed to the Perfection Certificate (to the extent
required to be listed on the schedules to the Perfection Certificate as of the
date this representation is made or deemed made). Each Pledgor agrees that at
the sole cost and expense of the Pledgors, (i) such Pledgor will maintain the
security interest created by this Agreement in the Pledged Collateral as a
perfected first priority security interest and shall defend such security
interest against the claims and demands of all persons except Permitted
Collateral Liens, (ii) such Pledgor shall furnish to the Collateral Agent from
time to time (but no more frequently than quarterly) statements and schedules
further identifying and describing the Pledged Collateral and such other reports
in connection with the Pledged Collateral as the Collateral Agent may reasonably
request, all in reasonable detail and (iii) at any time and from time to time,
upon the written request of the Collateral Agent, such Pledgor shall promptly
and duly execute and deliver, and file and have recorded, such further
instruments and documents and take such further action as the Collateral Agent
may reasonably request for the purpose of obtaining or preserving the full
benefits of this Agreement and the rights and powers herein granted, including
the filing of any financing statements, continuation

<PAGE>

                                      -14-

statements and other documents (including this Agreement) under the Uniform
Commercial Code (or other similar laws) in effect in any jurisdiction with
respect to the security interest created hereby and the execution and delivery
of Control Agreements, all in form reasonably satisfactory to the Collateral
Agent and in such offices (including the United States Patent and Trademark
Office and the United States Copyright Office) wherever required by law to
perfect, continue and maintain a valid, enforceable, first priority security
interest in the Pledged Collateral as provided herein and to preserve the other
rights and interests granted to the Collateral Agent hereunder, as against third
parties, with respect to the Pledged Collateral.

            SECTION 3.4. Other Actions. In order to further insure the
attachment, perfection and priority of, and the ability of the Collateral Agent
to enforce, the Collateral Agent's security interest in the Pledged Collateral,
each Pledgor represents and warrants (as to itself) as follows and agrees, in
each case at such Pledgor's own expense, to take the following actions with
respect to the following Pledged Collateral:

            (a) Instruments and Tangible Chattel Paper. (i) No amounts payable
      under or in connection with any of the Pledged Collateral are evidenced by
      any Instrument or Tangible Chattel Paper other than such Instruments and
      Tangible Chattel Paper listed in Schedule 12 annexed to the Perfection
      Certificate (to the extent required to be listed on the schedules to the
      Perfection Certificate as of the date this representation is made or
      deemed made) and (ii) each Instrument and each item of Tangible Chattel
      Paper listed in Schedule 12 annexed to the Perfection Certificate has been
      properly endorsed, assigned and delivered to the Collateral Agent,
      accompanied by instruments of transfer or assignment duly executed in
      blank. If any amount then payable under or in connection with any of the
      Pledged Collateral shall be evidenced by any Instrument or Tangible
      Chattel Paper, and such amount, together with all amounts payable
      evidenced by any Instrument or Tangible Chattel Paper not previously
      delivered to the Collateral Agent exceeds $500,000 in the aggregate for
      all Pledgors, the Pledgor acquiring such Instrument or Tangible Chattel
      Paper shall forthwith endorse, assign and deliver the same to the
      Collateral Agent, accompanied by such instruments of transfer or
      assignment duly executed in blank as the Collateral Agent may from time to
      time specify.

            (b) Deposit Accounts. (i) Each Pledgor has neither opened nor
      maintains any Deposit Accounts other than the accounts listed in Schedule
      16 annexed to the Perfection Certificate (to the extent required to be
      listed on the schedules to the Perfection Certificate as of the date this
      representation is made or deemed made) and (ii) the Collateral Agent has a
      perfected first priority security interest in each Deposit Account listed
      in Schedule 16 annexed to the Perfection Certificate by Control to the
      extent a fully executed Deposit Account Control Agreement is in effect
      covering such Deposit Account. No Pledgor shall hereafter establish and
      maintain any Deposit Account unless (1) the applicable Pledgor shall have
      given the Collateral Agent 30 days' prior written notice of its intention
      to establish such new Deposit Account with a Bank, (2) such Bank shall be
      reasonably acceptable to the Collateral Agent and (3) such Bank and such
      Pledgor shall have duly executed and delivered to the Collateral Agent a
      Deposit Account Control Agreement with respect to such Deposit Account.
      Each Pledgor agrees that at the time it estab-

<PAGE>

                                      -15-

      lishes any additional Deposit Accounts it shall enter into a duly
      authorized, executed and delivered Deposit Account Control Agreement with
      respect to such Deposit Account. The Collateral Agent agrees with each
      Pledgor that the Collateral Agent shall not give any instructions
      directing the disposition of funds from time to time credited to any
      Deposit Account or withhold any withdrawal rights from such Pledgor with
      respect to funds from time to time credited to any Deposit Account unless
      an Event of Default has occurred and is continuing. The provisions of this
      Section 3.4(b) shall not apply to the Collateral Account, the Cash
      Collateral Account (as defined in the Loan Transfer Agreement) or to any
      other Deposit Accounts for which the Collateral Agent is the Bank. No
      Pledgor shall grant Control of any Deposit Account to any person other
      than the Collateral Agent.

            (c) Investment Property. (i) Each Pledgor (1) has no Securities
      Accounts or Commodity Accounts other than those listed in Schedule 16
      annexed to the Perfection Certificate (to the extent required to be listed
      on the schedules to the Perfection Certificate as of the date this
      representation is made or deemed made) and the Collateral Agent has a
      perfected first priority security interest in such Securities Accounts and
      Commodity Accounts by Control, (2) does not hold, own or have any interest
      in any certificated securities or uncertificated securities other than
      those constituting Pledged Securities and those maintained in Securities
      Accounts or Commodity Accounts listed in Schedule 16 annexed to the
      Perfection Certificate (to the extent required to be listed on the
      schedules to the Perfection Certificate as of the date this representation
      is made or deemed made) and (3) as of the date hereof, has entered into a
      duly authorized, executed and delivered Securities Account Control
      Agreement or a Commodity Account Control Agreement with respect to each
      Securities Account or Commodity Account listed in Schedule 16 annexed to
      the Perfection Certificate, as applicable.

            (ii) If any Pledgor shall at any time hold or acquire any
      certificated securities constituting Investment Property, such Pledgor
      shall promptly (a) endorse, assign and deliver the same to the Collateral
      Agent, accompanied by such instruments of transfer or assignment duly
      executed in blank, all in form and substance reasonably satisfactory to
      the Collateral Agent or (b) deliver such securities into a Securities
      Account with respect to which a Control Agreement is in effect in favor of
      the Collateral Agent. If any securities now or hereafter acquired by any
      Pledgor constituting Investment Property are uncertificated and are issued
      to such Pledgor or its nominee directly by the issuer thereof, such
      Pledgor shall promptly notify the Collateral Agent thereof and pursuant to
      an agreement in form and substance reasonably satisfactory to the
      Collateral Agent, either (a) cause the issuer to agree to comply with
      instructions from the Collateral Agent as to such securities, without
      further consent of any Pledgor or such nominee, (b) cause a Security
      Entitlement with respect to such uncertificated security to be held in a
      Securities Account with respect to which the Collateral Agent has Control
      or (c) arrange for the Collateral Agent to become the registered owner of
      the securities. Pledgor shall not hereafter establish and maintain any
      Securities Account or Commodity Account with any Securities Intermediary
      or Commodity Intermediary unless (1) the applicable Pledgor shall have
      given

<PAGE>

                                      -16-

      the Collateral Agent 30 days' prior written notice of its intention to
      establish such new Securities Account or Commodity Account with such
      Securities Intermediary or Commodity Intermediary, (2) such Securities
      Intermediary or Commodity Intermediary shall be reasonably acceptable to
      the Collateral Agent and (3) such Securities Intermediary or Commodity
      Intermediary, as the case may be, and such Pledgor shall have duly
      executed and delivered a Control Agreement with respect to such Securities
      Account or Commodity Account, as the case may be. Each Pledgor shall
      accept any cash and Investment Property in trust for the benefit of the
      Collateral Agent and within one (1) Business Day of actual receipt
      thereof, deposit any cash or Investment Property and any new securities,
      instruments, documents or other property by reason of ownership of the
      Investment Property (other than payments of a kind described in Section
      7.4 hereof) received by it into a Deposit Account or Securities Account
      subject to Collateral Agent's Control. The Collateral Agent agrees with
      each Pledgor that the Collateral Agent shall not give any Entitlement
      Orders or instructions or directions to any issuer of uncertificated
      securities, Securities Intermediary or Commodity Intermediary, and shall
      not withhold its consent to the exercise of any withdrawal or dealing
      rights by such Pledgor, unless an Event of Default has occurred and is
      continuing, or, after giving effect to any such investment and withdrawal
      rights would occur. The provisions of this Section 3.4(c) shall not apply
      to any Financial Assets credited to a Securities Account for which the
      Collateral Agent is the Securities Intermediary. No Pledgor shall grant
      control over any Investment Property to any person other than the
      Collateral Agent.

            (iii) As between the Collateral Agent and the Pledgors, the Pledgors
      shall bear the investment risk with respect to the Investment Property and
      Pledged Securities, and the risk of loss of, damage to, or the destruction
      of the Investment Property and Pledged Securities, whether in the
      possession of, or maintained as a security entitlement or deposit by, or
      subject to the control of, the Collateral Agent, a Securities
      Intermediary, Commodity Intermediary, any Pledgor or any other person;
      provided, however, that nothing contained in this Section 3.4(c) shall
      release or relieve any Securities Intermediary or Commodity Intermediary
      of its duties and obligations to the Pledgors or any other person under
      any Control Agreement or under applicable law. Each Pledgor shall promptly
      pay all Claims and fees of whatever kind or nature with respect to the
      Investment Property and Pledged Securities pledged by it under this
      Agreement. In the event any Pledgor shall fail to make such payment
      contemplated in the immediately preceding sentence, the Collateral Agent
      may do so for the account of such Pledgor and the Pledgors shall promptly
      reimburse and indemnify the Collateral Agent from all costs and expenses
      incurred by the Collateral Agent under this Section 3.4(c) in accordance
      with Section 11.03 of the Credit Agreement.

            (d) Electronic Chattel Paper and Transferable Records. No amount
      under or in connection with any of the Pledged Collateral is evidenced by
      any Electronic Chattel Paper or any "transferable record" (as that term is
      defined in Section 201 of the Federal Electronic Signatures in Global and
      National Commerce Act, or in Section 16 of the Uniform Electronic
      Transactions Act as in effect in any relevant jurisdiction) other than
      such

<PAGE>

                                      -17-

      Electronic Chattel Paper and transferable records listed in Schedule 12
      annexed to the Perfection Certificate (to the extent required to be listed
      on the schedules to the Perfection Certificate as of the date this
      representation is made or deemed made). If any amount payable under or in
      connection with any of the Pledged Collateral shall be evidenced by any
      Electronic Chattel Paper or any transferable record, the Pledgor acquiring
      such Electronic Chattel Paper or transferable record shall promptly notify
      the Collateral Agent thereof and shall take such action as the Collateral
      Agent may reasonably request to vest in the Collateral Agent control under
      UCC Section 9-105 of such Electronic Chattel Paper or control under
      Section 201 of the Federal Electronic Signatures in Global and National
      Commerce Act or, as the case may be, Section 16 of the Uniform Electronic
      Transactions Act, as so in effect in such jurisdiction, of such
      transferable record. The requirement in the preceding sentence shall apply
      to the extent that such amount, together with all amounts payable
      evidenced by Electronic Chattel Paper or any transferable record in which
      the Collateral Agent has not been vested control within the meaning of the
      statutes described in this sentence exceeds $500,000 in the aggregate for
      all Pledgors. The Collateral Agent agrees with such Pledgor that the
      Collateral Agent will arrange, pursuant to procedures satisfactory to the
      Collateral Agent and so long as such procedures will not result in the
      Collateral Agent's loss of control, for the Pledgor to make alterations to
      the Electronic Chattel Paper or transferable record permitted under UCC
      Section 9-105 or, as the case may be, Section 201 of the Federal
      Electronic Signatures in Global and National Commerce Act or Section 16 of
      the Uniform Electronic Transactions Act for a party in control to allow
      without loss of control, unless an Event of Default has occurred and is
      continuing or would occur after taking into account any action by such
      Pledgor with respect to such Electronic Chattel Paper or transferable
      record.

            (e) Letter-of-Credit Rights. If any Pledgor is at any time a
      beneficiary under a Letter of Credit now or hereafter issued in favor of
      such Pledgor, other than a Letter of Credit issued pursuant to the Credit
      Agreement, such Pledgor shall promptly notify the Collateral Agent thereof
      and such Pledgor shall, at the request of the Collateral Agent, pursuant
      to an agreement in form and substance reasonably satisfactory to the
      Collateral Agent, either (i) arrange for the issuer and any confirmer of
      such Letter of Credit to consent to an assignment to the Collateral Agent
      of the proceeds of any drawing under the Letter of Credit or (ii) arrange
      for the Collateral Agent to become the transferee beneficiary of such
      Letter of Credit, with the Collateral Agent agreeing, in each case, that
      the proceeds of any drawing under the Letter of Credit are to be applied
      as provided in the Credit Agreement. The actions in the preceding sentence
      shall be taken to the extent that the amount under such Letter of Credit,
      together with all amounts under Letters of Credit for which the actions
      described above in clause (i) and (ii) have not been taken, exceeds
      $500,000 in the aggregate for all Pledgors.

            (f) Commercial Tort Claims. As of the date hereof each Pledgor
      hereby represents and warrants that it holds no Commercial Tort Claims
      other than those listed in Schedule 15 annexed to the Perfection
      Certificate (to the extent required to be listed on the schedules to the
      Perfection Certificate as of the date this representation is made or

<PAGE>

                                      -18-

      deemed made). If any Pledgor shall at any time hold or acquire a
      Commercial Tort Claim having a value together with all other Commercial
      Tort Claims of all Pledgors in which the Collateral Agent does not have a
      security interest in excess of $500,000 in the aggregate, such Pledgor
      shall immediately notify the Collateral Agent in writing signed by such
      Pledgor of the brief details thereof and grant to the Collateral Agent in
      such writing a security interest therein and in the Proceeds thereof, all
      upon the terms of this Agreement, with such writing to be in form and
      substance reasonably satisfactory to the Collateral Agent.

            (g) Landlord's Access Agreements/Bailee Letters. Each Pledgor shall,
      following the reasonable request of the Collateral Agent, use its
      commercially reasonable efforts to obtain as soon as practicable after the
      date of such request, with respect to each location required by the
      Collateral Agent , where such Pledgor maintains Pledged Collateral, a
      Bailee Letter and/or Landlord Access Agreement, as applicable, and use
      commercially reasonable efforts to obtain a Bailee Letter, Landlord Access
      Agreement and/or landlord's lien waiver, as applicable, from all such
      bailees and landlords, as applicable, who from time to time have
      possession of Pledged Collateral in the ordinary course of such Pledgor's
      business. A waiver of bailee's lien shall not be required if the value of
      the Pledged Collateral held by such bailee is less then $100,000, provided
      that the aggregate value of the Pledged Collateral held by all bailees who
      have not delivered a Bailee Letter is less than $500,000 in the aggregate.

            (h) Motor Vehicles. Upon the request of the Collateral Agent, each
      Pledgor shall deliver to the Collateral Agent originals of the
      certificates of title or ownership for the motor vehicles (and any other
      Equipment covered by Certificates of Title or ownership) owned by it with
      the Collateral Agent listed as lienholder therein. Such requirement shall
      apply to the Pledgors if any such motor vehicle (or any such other
      Equipment) is valued at over $50,000.

            SECTION 3.5. Joinder of Additional Guarantors. The Pledgors shall
cause each Subsidiary of the Borrower which, from time to time, after the date
hereof shall be required to pledge any assets to the Collateral Agent for the
benefit of the Secured Parties pursuant to the provisions of the Credit
Agreement, (a) to execute and deliver to the Collateral Agent (i) a Joinder
Agreement substantially in the form of Exhibit 3 annexed hereto within thirty
(30) Business Days on which it was acquired or created and (ii) a Perfection
Certificate, in each case, within thirty (30) Business Days of the date on which
it was acquired or created or (b) in the case of a Subsidiary organized outside
of the United States required to pledge any assets to the Collateral Agent,
execute and deliver such documentation as the Collateral Agent shall reasonably
request and, in each case, upon such execution and delivery, such Subsidiary
shall constitute a "Guarantor" and a "Pledgor" for all purposes hereunder with
the same force and effect as if originally named as a Guarantor and Pledgor
herein. The execution and delivery of such Joinder Agreement shall not require
the consent of any Pledgor hereunder. The rights and obligations of each Pledgor
hereunder shall remain in full force and effect notwithstanding the addition of
any new Guarantor and Pledgor as a party to this Agreement.

<PAGE>

                                      -19-

SECTION 3.6. Supplements; Further Assurances. Each Pledgor shall take such
further actions, and execute and deliver to the Collateral Agent such additional
assignments, agreements, supplements, powers and instruments, as the Collateral
Agent may in its reasonable judgment deem necessary or appropriate, wherever
required by law, in order to perfect, preserve and protect the security interest
in the Pledged Collateral as provided herein and the rights and interests
granted to the Collateral Agent hereunder, to carry into effect the purposes
hereof or better to assure and confirm unto the Collateral Agent the Pledged
Collateral or permit the Collateral Agent to exercise and enforce its rights,
powers and remedies hereunder with respect to any Pledged Collateral. Without
limiting the generality of the foregoing, each Pledgor shall make, execute,
endorse, acknowledge, file or refile and/or deliver to the Collateral Agent from
time to time upon reasonable request such lists, descriptions and designations
of the Pledged Collateral, copies of warehouse receipts, receipts in the nature
of warehouse receipts, bills of lading, documents of title, vouchers, invoices,
schedules, confirmatory assignments, supplements, additional security
agreements, conveyances, financing statements, transfer endorsements, powers of
attorney, certificates, reports and other assurances or instruments as the
Collateral Agent shall reasonably request. If an Event of Default has occurred
and is continuing, the Collateral Agent may institute and maintain, in its own
name or in the name of any Pledgor, such suits and proceedings as the Collateral
Agent may be advised by counsel shall be necessary or expedient to prevent any
impairment of the security interest in or the perfection thereof in the Pledged
Collateral. All of the foregoing shall be at the sole cost and expense of the
Pledgors.

                                   ARTICLE IV

                    REPRESENTATIONS, WARRANTIES AND COVENANTS

            Each Pledgor represents, warrants and covenants as follows:

            SECTION 4.1. Title. Except for the security interest granted to the
Collateral Agent for the ratable benefit of the Secured Parties pursuant to this
Agreement and Permitted Collateral Liens, such Pledgor owns and, as to Pledged
Collateral acquired by it from time to time after the date hereof, will own the
rights in each item of Pledged Collateral pledged by it hereunder free and clear
of any and all Liens or claims of others other than Permitted Collateral Liens.
In addition, no Liens or claims exist on the Securities Collateral, other than
as permitted by Section 6.02 of the Credit Agreement. Such Pledgor has not
filed, nor authorized any third party to file a financing statement or other
public notice with respect to all or any part of the Pledged Collateral on file
or of record in any public office, except such as have been filed in favor of
the Collateral Agent pursuant to this Agreement or as are permitted by the
Credit Agreement or financing statements or public notices relating to the
termination statements listed on Schedule 9 to the Perfection Certificate. No
person other than the Collateral Agent has control or possession of all or any
part of the Pledged Collateral, except as permitted by the Credit Agreement.

<PAGE>

                                      -20-

            SECTION 4.2. Validity of Security Interest. The security interest in
and Lien on the Pledged Collateral granted to the Collateral Agent for the
benefit of the Secured Parties hereunder constitutes (a) a legal and valid
security interest in all the Pledged Collateral securing the payment and
performance of the Obligations, and (b) subject to the filings and other actions
described in Schedule 7 annexed to the Perfection Certificate (to the extent
required to be listed on the schedules to the Perfection Certificate as of the
date this representation is made or deemed made), a perfected security interest
in all the Pledged Collateral. The security interest and Lien granted to the
Collateral Agent for the benefit of the Secured Parties pursuant to this
Agreement in and on the Pledged Collateral will at all times constitute a
perfected, continuing security interest therein, subject only to Permitted
Collateral Liens.

            SECTION 4.3. Defense of Claims; Transferability of Pledged
Collateral. Each Pledgor shall, at its own cost and expense, defend title to the
Pledged Collateral pledged by it hereunder and the security interest therein and
Lien thereon granted to the Collateral Agent and the priority thereof against
all claims and demands of all persons, at its own cost and expense, at any time
claiming any interest therein adverse to the Collateral Agent or any other
Secured Party other than Permitted Collateral Liens (other than Contested
Liens). There is no agreement, and no Pledgor shall enter into any agreement or
take any other action, that would restrict the transferability of any of the
Pledged Collateral or otherwise impair or conflict with such Pledgors'
obligations or the rights of the Collateral Agent hereunder.

            SECTION 4.4. Other Financing Statements. It has not filed, nor
authorized any third party to file (nor will there be any) valid or effective
financing statement (or similar statement or instrument of registration under
the law of any jurisdiction) covering or purporting to cover any interest of any
kind in the Pledged Collateral other than financing statements and other
statements and instruments relating to Permitted Collateral Liens. So long as
any of the Obligations remain unpaid, no Pledgor shall execute, authorize or
permit to be filed in any public office any financing statement (or similar
statement or instrument of registration under the law of any jurisdiction)
relating to any Pledged Collateral, except financing statements and other
statements and instruments filed or to be filed in respect of and covering the
security interests granted by such Pledgor to the holder of the Permitted
Collateral Liens.

            SECTION 4.5. Chief Executive Office; Change of Name; Jurisdiction of
Organization. (a) It shall comply with the provisions of Section 5.13(a) of the
Credit Agreement.

            (b) The Collateral Agent may rely on opinions of counsel as to
whether any or all UCC financing statements of the Pledgors need to be amended
as a result of any of the changes described in Section 5.13(a) of the Credit
Agreement. If any Pledgor fails to provide information to the Collateral Agent
about such changes on a timely basis, the Collateral Agent shall not be liable
or responsible to any party for any failure to maintain a perfected security
interest in such Pledgor's property constituting Pledged Collateral, for which
the Collateral Agent needed to have information relating to such changes. The
Collateral Agent shall have no duty to inquire about such changes if any Pledgor
does not inform the Collateral Agent of such changes, the parties acknowledging
and agreeing that it would not be feasible or practical for the Collat-

<PAGE>

                                      -21-

eral Agent to search for information on such changes if such information is not
provided by any Pledgor.

            SECTION 4.6. Location of Inventory and Equipment. It shall not move
any Equipment or Inventory to any location other than one within the continental
United States until (i) it shall have given the Collateral Agent not less than
30 days' prior written notice (in the form of an Officers' Certificate) of its
intention so to do, clearly describing such new location and providing such
other information in connection therewith as the Collateral Agent may request
and (ii) with respect to such new location, such Pledgor shall have taken all
action reasonably satisfactory to the Collateral Agent to maintain the
perfection and priority of the security interest of the Collateral Agent for the
benefit of the Secured Parties in the Pledged Collateral intended to be granted
hereby, including using commercially reasonable efforts to obtain waivers of
landlord's or warehousemen's and/or bailee's liens with respect to such new
location, if applicable, and if reasonably requested by the Collateral Agent.
Such Pledgor agrees to provide the Collateral Agent with prompt notice following
the movement of any Equipment or Inventory to any location other than one that
is listed in the relevant Schedules to the Perfection Certificate.

            SECTION 4.7. Due Authorization and Issuance. All of the Initial
Pledged Shares have been, and to the extent any Pledged Shares are hereafter
issued, such Pledged Shares will be, upon such issuance, duly authorized,
validly issued and fully paid and non-assessable. All of the Initial Pledged
Interests have been fully paid for, and there is no amount or other obligation
owing by any Pledgor to any issuer of the Initial Pledged Interests in exchange
for or in connection with the issuance of the Initial Pledged Interests or any
Pledgor's status as a partner or a member of any issuer of the Initial Pledged
Interests.

            SECTION 4.8. Consents, etc. In the event that the Collateral Agent
desires to exercise any remedies, voting or consensual rights or
attorney-in-fact powers set forth in this Agreement and determines it necessary
to obtain any approvals or consents of any Governmental Authority or any other
person therefor, then, upon the reasonable request of the Collateral Agent, such
Pledgor agrees to use its best efforts to assist and aid the Collateral Agent to
obtain as soon as practicable any necessary approvals or consents for the
exercise of any such remedies, rights and powers.

            SECTION 4.9. Pledged Collateral. All information set forth herein,
including the schedules annexed hereto, and all information contained in any
documents, schedules and lists heretofore delivered to any Secured Party,
including the Perfection Certificate and the schedules thereto, in connection
with this Agreement, in each case, relating to the Pledged Collateral, is
accurate and complete in all material respects. The Pledged Collateral described
on the schedules annexed to the Perfection Certificate constitutes all of the
property of such type of Pledged Collateral owned or held by the Pledgors.

            SECTION 4.10. Insurance. In the event that the proceeds of any
insurance claim are paid after the Collateral Agent has exercised its right to
foreclose after an Event of Default, such Net Cash Proceeds shall be paid to the
Collateral Agent to satisfy any deficiency remaining after such foreclosure.

<PAGE>

                                      -22-

            SECTION 4.11. Payment of Taxes; Compliance with Laws; Contesting
Liens; Claims. Each Pledgor represents and warrants that all Claims imposed upon
or assessed against the Pledged Collateral have been paid and discharged except
to the extent such Claims constitute a Lien not yet due and payable which is a
Contested Lien or a Permitted Collateral Lien. Each Pledgor shall comply with
all Requirements of Law applicable to the Pledged Collateral the failure to
comply with which would, individually or in the aggregate, have a Material
Adverse Effect. Each Pledgor may at its own expense contest the validity, amount
or applicability of any Claims so long as the contest thereof shall be conducted
in accordance with, and permitted pursuant to the provisions of, the Credit
Agreement. Notwithstanding the foregoing provisions of this Section 4.11, (i) no
contest of any such obligation may be pursued by such Pledgor if such contest
would expose the Collateral Agent or any other Secured Party to (A) any possible
criminal liability or (B) any additional civil liability for failure to comply
with such obligations unless such Pledgor shall have furnished a bond or other
security therefor satisfactory to the Collateral Agent, or such Secured Party,
as the case may be and (ii) if at any time payment or performance of any
obligation contested by such Pledgor pursuant to this Section 4.11 shall become
necessary to prevent the imposition of remedies against the Pledged Collateral
because of non-payment, such Pledgor shall pay or perform the same in sufficient
time to prevent the imposition of remedies against the Pledged Collateral in
respect of such default or prospective default.

            SECTION 4.12. Access to Pledged Collateral, Books and Records; Other
Information. Upon reasonable request to each Pledgor, the Collateral Agent, its
agents, accountants and attorneys shall have full and free access to visit and
inspect, as applicable, during normal business hours and such other reasonable
times as may be requested by the Collateral Agent all of the Pledged Collateral
and Mortgaged Property including all of the books, correspondence and records of
such Pledgor relating thereto. The Collateral Agent and its representatives may
examine the same, take extracts therefrom and make photocopies thereof, and such
Pledgor agrees to render to the Collateral Agent, at such Pledgor's cost and
expense, such clerical and other assistance as may be reasonably requested by
the Collateral Agent with regard thereto. Such Pledgor shall, at any and all
times, within a reasonable time after written request by the Collateral Agent,
furnish or cause to be furnished to the Collateral Agent, in such manner and in
such detail as may be reasonably requested by the Collateral Agent, additional
information with respect to the Pledged Collateral.

                                   ARTICLE V

               CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL

            SECTION 5.1. Pledge of Additional Securities Collateral. Each
Pledgor shall, upon obtaining any Pledged Securities or Intercompany Notes of
any person, accept the same in trust for the benefit of the Collateral Agent and
forthwith deliver to the Collateral Agent a pledge amendment, duly executed by
such Pledgor, in substantially the form of Exhibit 2 annexed hereto (each, a
"Pledge Amendment"), and the certificates and other documents required under

<PAGE>

                                      -23-

Section 3.1 and Section 3.2 hereof in respect of the additional Pledged
Securities or Intercompany Notes which are to be pledged pursuant to this
Agreement, and confirming the attachment of the Lien hereby created on and in
respect of such additional Pledged Securities or Intercompany Notes. Each
Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment
to this Agreement and agrees that all Pledged Securities or Intercompany Notes
listed on any Pledge Amendment delivered to the Collateral Agent shall for all
purposes hereunder be considered Pledged Collateral.

            SECTION 5.2. Voting Rights; Distributions; etc.

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

            (i) Each Pledgor shall be entitled to exercise any and all voting
      and other consensual rights pertaining to the Securities Collateral or any
      part thereof for any purpose not inconsistent with the terms or purposes
      hereof, the Credit Agreement or any other document evidencing the
      Obligations; provided, however, that no Pledgor shall in any event
      exercise such rights in any manner which could reasonably be expected to
      have a Material Adverse Effect.

            (ii) Each Pledgor shall be entitled to receive and retain, and to
      utilize free and clear of the Lien hereof, any and all Distributions, but
      only if and to the extent made in accordance with the provisions of the
      Credit Agreement; provided, however, that any and all such Distributions
      consisting of rights or interests in the form of securities shall be
      forthwith delivered to the Collateral Agent to hold as Pledged Collateral
      and shall, if received by any Pledgor, be received in trust for the
      benefit of the Collateral Agent, be segregated from the other property or
      funds of such Pledgor and be forthwith delivered to the Collateral Agent
      as Pledged Collateral in the same form as so received (with any necessary
      endorsement).

            (b) The Collateral Agent shall be deemed without further action or
formality to have granted to each Pledgor all necessary consents relating to
voting rights and shall, if necessary, upon written request of any Pledgor and
at the sole cost and expense of the Pledgors, from time to time execute and
deliver (or cause to be executed and delivered) to such Pledgor all such
instruments as such Pledgor may reasonably request in order to permit such
Pledgor to exercise the voting and other rights which it is entitled to exercise
pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it
is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof.

            (c) Upon the occurrence and during the continuance of any Event of
Default:

            (i) All rights of each Pledgor to exercise the voting and other
      consensual rights it would otherwise be entitled to exercise pursuant to
      Section 5.2(a)(i) hereof shall cease, and all such rights shall thereupon
      become vested in the Collateral Agent, which shall thereupon have the sole
      right to exercise such voting and other consensual rights.

<PAGE>

                                      -24-

            (ii) All rights of each Pledgor to receive Distributions which it
      would otherwise be authorized to receive and retain pursuant to Section
      5.2(a)(ii) hereof shall cease and all such rights shall thereupon become
      vested in the Collateral Agent, which shall thereupon have the sole right
      to receive and hold as Pledged Collateral such Distributions.

            (d) Each Pledgor shall, at its sole cost and expense, from time to
time execute and deliver to the Collateral Agent appropriate instruments as the
Collateral Agent may request in order to permit the Collateral Agent to exercise
the voting and other rights which it may be entitled to exercise pursuant to
Section 5.2(a)(i) hereof and to receive all Distributions which it may be
entitled to receive under Section 5.2(a)(ii) hereof.

            (e) All Distributions which are received by any Pledgor contrary to
the provisions of Section 5.2(a)(ii) hereof shall be received in trust for the
benefit of the Collateral Agent, shall be segregated from other funds of such
Pledgor and shall immediately be paid over to the Collateral Agent as Pledged
Collateral in the same form as so received (with any necessary endorsement).

            SECTION 5.3. Defaults, etc. Such Pledgor is not in default in the
payment of any portion of any mandatory capital contribution, if any, required
to be made under any agreement to which such Pledgor is a party relating to the
Pledged Securities pledged by it, and such Pledgor is not in violation of any
other provisions of any such agreement to which such Pledgor is a party, or
otherwise in default or violation thereunder. No Securities Collateral pledged
by such Pledgor is subject to any defense, offset or counterclaim, nor have any
of the foregoing been asserted or alleged against such Pledgor by any person
with respect thereto, and as of the date hereof, there are no certificates,
instruments, documents or other writings (other than the Organizational
Documents and certificates, if any, delivered to the Collateral Agent) which
evidence any Pledged Securities of such Pledgor.

            SECTION 5.4. Certain Agreements of Pledgors As Issuers and Holders
of Equity Interests.

            (a) In the case of each Pledgor which is an issuer of Securities
Collateral, such Pledgor agrees to be bound by the terms of this Agreement
relating to the Securities Collateral issued by it and will comply with such
terms insofar as such terms are applicable to it.

            (b) In the case of each Pledgor which is a partner in a partnership,
limited liability company or other entity, such Pledgor hereby consents to the
extent required by the applicable Organizational Document to the pledge by each
other Pledgor, pursuant to the terms hereof, of the Pledged Interests in such
partnership, limited liability company or other entity and, upon the occurrence
and during the continuance of an Event of Default, to the transfer of such
Pledged Interests to the Collateral Agent or its nominee and to the substitution
of the Collateral Agent or its nominee as a substituted partner or member in
such partnership, limited liability company or other entity with all the rights,
powers and duties of a general partner or a limited partner or member, as the
case may be.

<PAGE>

                                      -25-

                                   ARTICLE VI

                   CERTAIN PROVISIONS CONCERNING INTELLECTUAL
                               PROPERTY COLLATERAL

            SECTION 6.1. Grant of License. For the purpose of enabling the
Collateral Agent, during the continuance of an Event of Default, to exercise
rights and remedies under Article IX hereof at such time as the Collateral Agent
shall be lawfully entitled to exercise such rights and remedies, and for no
other purpose, each Pledgor hereby grants to the Collateral Agent, to the extent
assignable, an irrevocable, non-exclusive license to use, assign, license or
sublicense any of the Intellectual Property Collateral now owned or hereafter
acquired by such Pledgor, wherever the same may be located. Such license shall
include access to all media in which any of the licensed items may be recorded
or stored and to all computer programs used for the compilation or printout
hereof.

            SECTION 6.2. Protection of Collateral Agent's Security. On a
continuing basis, each Pledgor shall, at its sole cost and expense, (i) promptly
following its becoming aware thereof, notify the Collateral Agent of (A) any
materially adverse determination in any proceeding in the United States Patent
and Trademark Office or the United States Copyright Office with respect to any
material Patent, Trademark or Copyright or (B) the institution of any proceeding
or any adverse determination in any federal, state or local court or
administrative body regarding such Pledgor's claim of ownership in or right to
use any of the Intellectual Property Collateral material to the use and
operation of the Pledged Collateral or Mortgaged Property, its right to register
such Intellectual Property Collateral or its right to keep and maintain such
registration in full force and effect, (ii) maintain and protect the
Intellectual Property Collateral material to the use and operation of the
Pledged Collateral or Mortgaged Property as presently used and operated and as
contemplated by the Credit Agreement, (iii) not permit to lapse or become
abandoned any Intellectual Property Collateral material to the use and operation
of the Pledged Collateral or Mortgaged Property as presently used and operated
and as contemplated by the Credit Agreement, and not settle or compromise any
pending or future litigation or administrative proceeding with respect to such
Intellectual Property Collateral, in each case except as shall be consistent
with commercially reasonable business judgment, (iv) upon such Pledgor obtaining
knowledge thereof, promptly notify the Collateral Agent in writing of any event
which may be reasonably expected to materially and adversely affect the value or
utility of the Intellectual Property Collateral or any portion thereof material
to the use and operation of the Pledged Collateral or Mortgaged Property, the
ability of such Pledgor or the Collateral Agent to dispose of the Intellectual
Property Collateral or any portion thereof or the rights and remedies of the
Collateral Agent in relation thereto including a levy or threat of levy or any
legal process against the Intellectual Property Collateral or any portion
thereof, (v) not license the Intellectual Property Collateral other than
licenses entered into by such Pledgor in, or incidental to, the ordinary course
of business, or amend or permit the amendment of any of the licenses in a manner
that materially and adversely affects the right to receive payments thereunder,
or in any manner that would materially impair the value of the Intellectual
Property Collateral or the Lien on and security interest in the Intellectual
Property Collateral intended to be granted to the Collateral Agent for the
benefit

<PAGE>

                                      -26-

of the Secured Parties, without the consent of the Collateral Agent, (vi)
diligently keep adequate records respecting the Intellectual Property Collateral
and (vii) furnish to the Collateral Agent from time to time upon the Collateral
Agent's request therefor reasonably detailed statements and amended schedules
further identifying and describing the Intellectual Property Collateral and such
other materials evidencing or reports pertaining to the Intellectual Property
Collateral as the Collateral Agent may from time to time request.

            SECTION 6.3. After-Acquired Property. If any Pledgor shall, at any
time before the Obligations have been paid in full (other than contingent
indemnification obligations which, pursuant to the provisions of the Credit
Agreement or the Security Documents, survive the termination thereof), (i)
obtain any rights to any additional Intellectual Property Collateral or (ii)
become entitled to the benefit of any additional Intellectual Property
Collateral or any renewal or extension thereof, including any reissue, division,
continuation, or continuation-in-part of any Intellectual Property Collateral,
or any improvement on any Intellectual Property Collateral, the provisions
hereof shall automatically apply thereto and any such item enumerated in clause
(i) or (ii) of this Section 6.3 with respect to such Pledgor shall automatically
constitute Intellectual Property Collateral if such would have constituted
Intellectual Property Collateral at the time of execution hereof and be subject
to the Lien and security interest created by this Agreement without further
action by any party. Each Pledgor shall promptly (i) provide to the Collateral
Agent written notice of any of the foregoing and (ii) confirm the attachment of
the Lien and security interest created by this Agreement to any rights described
in clauses (i) and (ii) of the immediately preceding sentence of this Section
6.3 by execution of an instrument in form reasonably acceptable to the
Collateral Agent and the filing of any instruments or statements as shall be
reasonably necessary to preserve, protect or perfect the Collateral Agent's
security interest in such Intellectual Property Collateral. Further, each
Pledgor authorizes the Collateral Agent to modify this Agreement by amending
Schedules 14(a) and 14(b) annexed to the Perfection Certificate to include any
Intellectual Property Collateral acquired or arising after the date hereof of
such Pledgor.

            SECTION 6.4. Litigation. Unless there shall occur and be continuing
any Event of Default, each Pledgor shall have the right to commence and
prosecute in its own name, as the party in interest, for its own benefit and at
the sole cost and expense of the Pledgors, such applications for protection of
the Intellectual Property Collateral and suits, proceedings or other actions to
prevent the infringement, counterfeiting, unfair competition, dilution,
diminution in value or other damage as are necessary to protect the Intellectual
Property Collateral. Upon the occurrence and during the continuance of any Event
of Default, the Collateral Agent shall have the right but shall in no way be
obligated to file applications for protection of the Intellectual Property
Collateral and/or bring suit in the name of any Pledgor, the Collateral Agent or
the Secured Parties to enforce the Intellectual Property Collateral and any
license thereunder. In the event of such suit, each Pledgor shall, at the
reasonable request of the Collateral Agent, do any and all lawful acts and
execute any and all documents requested by the Collateral Agent in aid of such
enforcement and the Pledgors shall promptly reimburse and indemnify the
Collateral Agent for all costs and expenses incurred by the Collateral Agent in
the exercise of its rights under this Section 6.4 in accordance with Section
11.03 of the Credit Agreement. In the event that the Col-

<PAGE>

                                      -27-

lateral Agent shall elect not to bring suit to enforce the Intellectual Property
Collateral, each Pledgor agrees, at the reasonable request of the Collateral
Agent, to take all commercially reasonable actions necessary, whether by suit,
proceeding or other action, to prevent the infringement, counterfeiting, unfair
competition, dilution, diminution in value of or other damage to any of the
Intellectual Property Collateral by others and for that purpose agrees to
diligently maintain any suit, proceeding or other action against any person so
infringing necessary to prevent such infringement.

                                  ARTICLE VII

                     CERTAIN PROVISIONS CONCERNING ACCOUNTS

            SECTION 7.1. Maintenance of Records. Each Pledgor shall keep and
maintain at its own cost and expense complete records of each Account, in a
manner consistent with prudent business practice, including records of all
payments received, all credits granted thereon, all merchandise returned and all
other documentation relating thereto. Each Pledgor shall, at such Pledgor's sole
cost and expense, upon the Collateral Agent's demand made at any time after the
occurrence and during the continuance of any Event of Default, deliver all
tangible evidence of Accounts, including all documents evidencing Accounts and
any books and records relating thereto to the Collateral Agent or to its
representatives (copies of which evidence and books and records may be retained
by such Pledgor). Upon the occurrence and during the continuance of any Event of
Default, the Collateral Agent may transfer a full and complete copy of any
Pledgor's books, records, credit information, reports, memoranda and all other
writings relating to the Accounts to and for the use by any person that has
acquired or is contemplating acquisition of an interest in the Accounts or the
Collateral Agent's security interest therein without the consent of any Pledgor.

            SECTION 7.2. [Reserved].

            SECTION 7.3. Modification of Terms, etc. No Pledgor shall rescind or
cancel any obligations evidenced by any Account in excess of $250,000 or modify
any term thereof or make any adjustment with respect thereto except in the
ordinary course of business consistent with prudent business practice, or extend
or renew any such obligations except in the ordinary course of business
consistent with prudent business practice or compromise or settle any dispute,
claim, suit or legal proceeding relating thereto or sell any Account or interest
therein except in the ordinary course of business consistent with prudent
business practice without the prior written consent of the Collateral Agent.
Each Pledgor shall timely fulfill all obligations on its part to be fulfilled
under or in connection with the Accounts except where failure would not have a
Material Adverse Effect.

            SECTION 7.4. Collection. Each Pledgor shall use commercially
reasonable efforts to collect from the Account Debtor of each of the Accounts,
as and when due in the ordi-

<PAGE>

                                      -28-

nary course of business and consistent with prudent business practice (including
Accounts that are delinquent, such Accounts to be collected in accordance with
generally accepted commercial collection procedures), any and all amounts owing
under or on account of such Account, and apply forthwith upon receipt thereof
all such amounts as are so collected to the outstanding balance of such Account,
except that any Pledgor may, with respect to an Account, allow in the ordinary
course of business (i) a refund or credit due as a result of returned or damaged
or defective merchandise and (ii) such extensions of time to pay amounts due in
respect of Accounts and such other modifications of payment terms or settlements
in respect of Accounts as shall be commercially reasonable in the circumstances,
all in accordance with such Pledgor's ordinary course of business consistent
with its collection practices as in effect from time to time. The costs and
expenses (including attorneys' fees) of collection, in any case, whether
incurred by any Pledgor, the Collateral Agent or any Secured Party, shall be
paid by the Pledgors.

                                  ARTICLE VIII

                                    TRANSFERS

            SECTION 8.1. Transfers of Pledged Collateral. No Pledgor shall sell,
convey, assign or otherwise dispose of, or grant any option with respect to, any
of the Pledged Collateral pledged by it hereunder except as permitted by the
Credit Agreement.

                                   ARTICLE IX

                                    REMEDIES

            SECTION 9.1. Remedies. Upon the occurrence and during the
continuance of any Event of Default the Collateral Agent may from time to time
exercise in respect of the Pledged Collateral, in addition to the other rights
and remedies provided for herein or otherwise available to it, the following
remedies:

            (a) Personally, or by agents or attorneys, immediately take
possession of the Pledged Collateral or any part thereof, from any Pledgor or
any other person who then has possession of any part thereof with or without
notice or process of law, and for that purpose may enter upon any Pledgor's
premises where any of the Pledged Collateral is located, remove such Pledged
Collateral, remain present at such premises to receive copies of all
communications and remittances relating to the Pledged Collateral and use in
connection with such removal and possession any and all services, supplies, aids
and other facilities of any Pledgor;

            (b) Demand, sue for, collect or receive any money or property at any
time payable or receivable in respect of the Pledged Collateral including
instructing the obligor or ob-

<PAGE>

                                      -29-

ligors on any agreement, instrument or other obligation constituting part of the
Pledged Collateral to make any payment required by the terms of such agreement,
instrument or other obligation directly to the Collateral Agent, and in
connection with any of the foregoing, compromise, settle, extend the time for
payment and make other modifications with respect thereto; provided, however,
that in the event that any such payments are made directly to any Pledgor, prior
to receipt by any such obligor of such instruction, such Pledgor shall segregate
all amounts received pursuant thereto in trust for the benefit of the Collateral
Agent and shall promptly (but in no event later than one (1) Business Day after
receipt thereof) pay such amounts to the Collateral Agent;

            (c) Sell, assign, grant a license to use or otherwise liquidate, or
direct any Pledgor to sell, assign, grant a license to use or otherwise
liquidate, any and all investments made in whole or in part with the Pledged
Collateral or any part thereof, and take possession of the proceeds of any such
sale, assignment, license or liquidation;

            (d) Take possession of the Pledged Collateral or any part thereof,
by directing any Pledgor in writing to deliver the same to the Collateral Agent
at any place or places so designated by the Collateral Agent, in which event
such Pledgor shall at its own expense: (A) forthwith cause the same to be moved
to the place or places designated by the Collateral Agent and therewith
delivered to the Collateral Agent, (B) store and keep any Pledged Collateral so
delivered to the Collateral Agent at such place or places pending further action
by the Collateral Agent and (C) while the Pledged Collateral shall be so stored
and kept, provide such security and maintenance services as shall be necessary
to protect the same and to preserve and maintain them in good condition. Each
Pledgor's obligation to deliver the Pledged Collateral as contemplated in this
Section 9.1(iv) is of the essence hereof. Upon application to a court of equity
having jurisdiction, the Collateral Agent shall be entitled to a decree
requiring specific performance by any Pledgor of such obligation;

            (e) Withdraw all moneys, instruments, securities and other property
in any bank, financial securities, deposit or other account of any Pledgor
constituting Pledged Collateral for application to the Obligations as provided
in Article X hereof;

            (f) Retain and apply the Distributions to the Obligations as
provided in Article X hereof;

            (g) Exercise any and all rights as beneficial and legal owner of the
Pledged Collateral, including perfecting assignment of and exercising any and
all voting, consensual and other rights and powers with respect to any Pledged
Collateral; and

            (h) All the rights and remedies of a secured party on default under
the UCC, and the Collateral Agent may also in its sole discretion, without
notice except as specified in Section 9.2 hereof, sell, assign or grant a
license to use the Pledged Collateral or any part thereof in one or more parcels
at public or private sale, at any exchange, broker's board or at any of the
Collateral Agent's offices or elsewhere, for cash, on credit or for future
delivery, and at such price or prices and upon such other terms as the
Collateral Agent may deem commercially rea-

<PAGE>

                                      -30-

sonable. The Collateral Agent or any other Secured Party or any of their
respective Affiliates may be the purchaser, licensee, assignee or recipient of
any or all of the Pledged Collateral at any such sale (to the extent permitted
by law) and shall be entitled, for the purpose of bidding and making settlement
or payment of the purchase price for all or any portion of the Pledged
Collateral sold, assigned or licensed at such sale, to use and apply any of the
Obligations owed to such person as a credit on account of the purchase price of
any Pledged Collateral payable by such person at such sale. Each purchaser,
assignee, licensee or recipient at any such sale shall acquire the property
sold, assigned or licensed absolutely free from any claim or right on the part
of any Pledgor, and each Pledgor hereby waives, to the fullest extent permitted
by law, all rights of redemption, stay and/or appraisal which it now has or may
at any time in the future have under any rule of law or statute now existing or
hereafter enacted. The Collateral Agent shall not be obligated to make any sale
of Pledged 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. Each
Pledgor hereby waives, to the fullest extent permitted by law, any claims
against the Collateral Agent arising by reason of the fact that the price at
which any Pledged Collateral may have been sold, assigned or licensed at such a
private sale was less than the price which might have been obtained at a public
sale, even if the Collateral Agent accepts the first offer received and does not
offer such Pledged Collateral to more than one offeree.

            SECTION 9.2. Notice of Sale. Each Pledgor acknowledges and agrees
that, to the extent notice of sale or other disposition of Pledged Collateral
shall be required by law, ten (10) days' prior notice to such Pledgor of the
time and place of any public sale or of the time after which any private sale or
other intended disposition is to take place shall be commercially reasonable
notification of such matters. No notification need be given to any Pledgor if it
has signed, after the occurrence of an Event of Default, a statement renouncing
or modifying any right to notification of sale or other intended disposition.

            SECTION 9.3. Waiver of Notice and Claims. Each Pledgor hereby
waives, to the fullest extent permitted by applicable law, notice or judicial
hearing in connection with the Collateral Agent's taking possession or the
Collateral Agent's disposition of any of the Pledged Collateral, including any
and all prior notice and hearing for any prejudgment remedy or remedies and any
such right which such Pledgor would otherwise have under law, and each Pledgor
hereby further waives, to the fullest extent permitted by applicable law: (i)
all damages occasioned by such taking of possession, (ii) all other requirements
as to the time, place and terms of sale or other requirements with respect to
the enforcement of the Collateral Agent's rights hereunder and (iii) all rights
of redemption, appraisal, valuation, stay, extension or moratorium now or
hereafter in force under any applicable law. The Collateral Agent shall not be
liable for any incorrect or improper payment made pursuant to this Article IX in
the absence of gross negligence or willful misconduct. Any sale of, or the grant
of options to purchase, or any other realization upon, any Pledged Collateral
shall operate to divest all right, title, interest, claim and demand, either at
law or in equity, of the applicable Pledgor therein and thereto, and shall be a
perpetual bar both at law and in equity against such Pledgor and against any and
all persons claim-
<PAGE>

                                      -31-

ing or attempting to claim the Pledged Collateral so sold, optioned or realized
upon, or any part thereof, from, through or under such Pledgor.

            SECTION 9.4. Certain Sales of Pledged Collateral.

            (a) Each Pledgor recognizes that, by reason of certain prohibitions
contained in law, rules, regulations or orders of any Governmental Authority,
the Collateral Agent may be compelled, with respect to any sale of all or any
part of the Pledged Collateral, to limit purchasers to those who meet the
requirements of such Governmental Authority. Each Pledgor acknowledges that any
such sales may be at prices and on terms less favorable to the Collateral Agent
than those obtainable through a public sale without such restrictions, and,
notwithstanding such circumstances, agrees that any such restricted sale shall
be deemed to have been made in a commercially reasonable manner and that, except
as may be required by applicable law, the Collateral Agent shall have no
obligation to engage in public sales.

            (b) Each Pledgor recognizes that, by reason of certain prohibitions
contained in the Securities Act, and applicable state securities laws, the
Collateral Agent may be compelled, with respect to any sale of all or any part
of the Securities Collateral and Investment Property, to limit purchasers to
persons who will agree, among other things, to acquire such Securities
Collateral or Investment Property for their own account, for investment and not
with a view to the distribution or resale thereof. Each Pledgor acknowledges
that any such private sales may be at prices and on terms less favorable to the
Collateral Agent than those obtainable through a public sale without such
restrictions (including a public offering made pursuant to a registration
statement under the Securities Act), and, notwithstanding such circumstances,
agrees that any such private sale shall be deemed to have been made in a
commercially reasonable manner and that the Collateral Agent shall have no
obligation to engage in public sales and no obligation to delay the sale of any
Securities Collateral or Investment Property for the period of time necessary to
permit the issuer thereof to register it for a form of public sale requiring
registration under the Securities Act or under applicable state securities laws,
even if such issuer would agree to do so.

            (c) Notwithstanding the foregoing, each Pledgor shall, upon the
occurrence and during the continuance of any Event of Default, at the reasonable
request of the Collateral Agent, for the benefit of the Collateral Agent, cause
any registration, qualification under or compliance with any Federal or state
securities law or laws to be effected with respect to all or any part of the
Securities Collateral as soon as practicable and at the sole cost and expense of
the Pledgors. Each Pledgor will use its commercially reasonable efforts to cause
such registration to be effected (and be kept effective) and will use its
commercially reasonable efforts to cause such qualification and compliance to be
effected (and be kept effective) as may be so requested and as would permit or
facilitate the sale and distribution of such Securities Collateral including
registration under the Securities Act (or any similar statute then in effect),
appropriate qualifications under applicable blue sky or other state securities
laws and appropriate compliance with all other requirements of any Governmental
Authority. Each Pledgor shall use its commercially reasonable efforts to cause
the Collateral Agent to be kept advised in writing as to the progress of each
such registration, qualification or compliance and as to the completion thereof,
shall furnish to

<PAGE>
                                      -32-

the Collateral Agent such number of prospectuses, offering circulars or other
documents incident thereto as the Collateral Agent from time to time may
request, and shall indemnify and shall cause the issuer of the Securities
Collateral to indemnify the Collateral Agent and all others participating in the
distribution of such Securities Collateral against all claims, losses, damages
and liabilities caused by any untrue statement (or alleged untrue statement) of
a material fact contained therein (or in any related registration statement,
notification or the like) or by any omission (or alleged omission) to state
therein (or in any related registration statement, notification or the like) a
material fact required to be stated therein or necessary to make the statements
therein not misleading.

            (d) If the Collateral Agent determines to exercise its right to sell
any or all of the Securities Collateral or Investment Property, upon written
request, the applicable Pledgor shall from time to time furnish to the
Collateral Agent all such information as the Collateral Agent may request in
order to determine the number of securities included in the Securities
Collateral or Investment Property which may be sold by the Collateral Agent as
exempt transactions under the Securities Act and the rules of the Securities and
Exchange Commission thereunder, as the same are from time to time in effect.

            (e) Each Pledgor further agrees that a breach of any of the
covenants contained in this Section 9.4 will cause irreparable injury to the
Collateral Agent and other Secured Parties, that the Collateral Agent and the
other Secured Parties have no adequate remedy at law in respect of such breach
and, as a consequence, that each and every covenant contained in this Section
9.4 shall be specifically enforceable against such Pledgor, and such Pledgor
hereby waives and agrees not to assert any defenses against an action for
specific performance of such covenants except for a defense that no Event of
Default has occurred and is continuing.

            SECTION 9.5. No Waiver; Cumulative Remedies.

            (a) No failure on the part of the Collateral Agent to exercise, no
course of dealing with respect to, and no delay on the part of the Collateral
Agent in exercising, any right, power or remedy hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any such right,
power or remedy hereunder preclude any other or further exercise thereof or the
exercise of any other right, power or remedy; nor shall the Collateral Agent be
required to look first to, enforce or exhaust any other security, collateral or
guaranties. The remedies herein provided are cumulative and are not exclusive of
any remedies provided by law.

            (b) In the event that the Collateral Agent shall have instituted any
proceeding to enforce any right, power or remedy under this Agreement by
foreclosure, sale, entry or otherwise, and such proceeding shall have been
discontinued or abandoned for any reason or shall have been determined adversely
to the Collateral Agent, then and in every such case, the Pledgors, the
Collateral Agent and each other Secured Party shall be restored to their
respective former positions and rights hereunder with respect to the Pledged
Collateral, and all rights, remedies and powers of the Collateral Agent and the
other Secured Parties shall continue as if no such proceeding had been
instituted.

<PAGE>

                                      -33-

            SECTION 9.6. Certain Additional Actions Regarding Intellectual
Property. If any Event of Default shall have occurred and be continuing, upon
the written demand of the Collateral Agent, each Pledgor shall execute and
deliver to the Collateral Agent an assignment or assignments of the registered
Patents, Trademarks and/or Copyrights and Goodwill and such other documents as
are necessary or appropriate to carry out the intent and purposes hereof. Within
five (5) Business Days of written notice thereafter from the Collateral Agent,
each Pledgor shall make available to the Collateral Agent, to the extent within
such Pledgor's power and authority, such personnel in such Pledgor's employ on
the date of the Event of Default as the Collateral Agent may reasonably
designate to permit such Pledgor to continue, directly or indirectly, to
produce, advertise and sell the products and services sold by such Pledgor under
the registered Patents, Trademarks and/or Copyrights, and such persons shall be
available to perform their prior functions on the Collateral Agent's behalf.

                                   ARTICLE X

            PROCEEDS OF CASUALTY EVENTS AND COLLATERAL DISPOSITIONS;
                            APPLICATION OF PROCEEDS

            SECTION 10.1. Proceeds of Casualty Events and Collateral
Dispositions. The Pledgors shall take all actions required by the Credit
Agreement with respect to any Net Cash Proceeds of any Casualty Event or from
the sale or disposition of any Pledged Collateral.

            SECTION 10.2. Application of Proceeds. The proceeds received by the
Collateral Agent in respect of any sale of, collection from or other realization
upon all or any part of the Collateral pursuant to the exercise by the
Collateral Agent of its remedies shall be applied, together with any other sums
then held by the Collateral Agent pursuant to this Agreement, in accordance with
the Credit Agreement.

                                   ARTICLE XI

                                  MISCELLANEOUS

            SECTION 11.1. Concerning Collateral Agent.

            (a) The Collateral Agent has been appointed as collateral agent
pursuant to the Credit Agreement. The actions of the Collateral Agent hereunder
are subject to the provisions of the Credit Agreement. The Collateral Agent
shall have the right hereunder to make demands, to give notices, to exercise or
refrain from exercising any rights, and to take or refrain from taking action
(including the release or substitution of the Pledged Collateral), in accordance
with this Agreement and the Credit Agreement. The Collateral Agent may employ
agents and

<PAGE>

                                      -34-

attorneys-in-fact in connection herewith and shall not be liable for the
negligence or misconduct of any such agents or attorneys-in-fact selected by it
in good faith. The Collateral Agent may resign and a successor Collateral Agent
may be appointed in the manner provided in the Credit Agreement. Upon the
acceptance of any appointment as the Collateral Agent by a successor Collateral
Agent, that successor Collateral Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring
Collateral Agent under this Agreement, and the retiring Collateral Agent shall
thereupon be discharged from its duties and obligations under this Agreement.
After any retiring Collateral Agent's resignation, the provisions hereof shall
inure to its benefit as to any actions taken or omitted to be taken by it under
this Agreement while it was the Collateral Agent.

            (b) The Collateral Agent shall be deemed to have exercised
reasonable care in the custody and preservation of the Pledged Collateral in its
possession if such Pledged Collateral is accorded treatment substantially
equivalent to that which the Collateral Agent, in its individual capacity,
accords its own property consisting of similar instruments or interests, it
being understood that neither the Collateral Agent nor any of the Secured
Parties shall have responsibility for (i) ascertaining or taking action with
respect to calls, conversions, exchanges, maturities, tenders or other matters
relating to any Securities Collateral, whether or not the Collateral Agent or
any other Secured Party has or is deemed to have knowledge of such matters or
(ii) taking any necessary steps to preserve rights against any person with
respect to any Pledged Collateral.

            (c) The Collateral Agent shall be entitled to rely upon any written
notice, statement, certificate, order or other document or any telephone message
believed by it to be genuine and correct and to have been signed, sent or made
by the proper person, and, with respect to all matters pertaining to this
Agreement and its duties hereunder, upon advice of counsel selected by it.

            (d) If any item of Pledged Collateral also constitutes collateral
granted to the Collateral Agent under any other deed of trust, mortgage,
security agreement, pledge or instrument of any type, in the event of any
conflict between the provisions hereof and the provisions of such other deed of
trust, mortgage, security agreement, pledge or instrument of any type in respect
of such collateral, the Collateral Agent, in its sole discretion, shall select
which provision or provisions shall control.

            SECTION 11.2. Collateral Agent May Perform; Collateral Agent
Appointed Attorney-in-Fact. If any Pledgor shall fail to perform any covenants
contained in this Agreement (including such Pledgor's covenants to (i) pay the
premiums in respect of all required insurance policies hereunder, (ii) pay
Claims, (iii) make repairs, (iv) discharge Liens or (v) pay or perform any
obligations of such Pledgor under any Pledged Collateral) or if any
representation or warranty on the part of any Pledgor contained herein shall be
breached, the Collateral Agent may (but shall not be obligated to) do the same
or cause it to be done or remedy any such breach, and may expend funds for such
purpose; provided, however, that the Collateral Agent shall in no event be bound
to inquire into the validity of any tax, lien, imposition or other obligation
which such Pledgor fails to pay or perform as and when required hereby and which
such Pledgor does

<PAGE>

                                      -35-

not contest in accordance in accordance with the provisions of Section 4.11
hereof. Any and all amounts so expended by the Collateral Agent shall be paid by
the Pledgors in accordance with the provisions of Section 11.03 of the Credit
Agreement. Neither the provisions of this Section 11.2 nor any action taken by
the Collateral Agent pursuant to the provisions of this Section 11.2 shall
prevent any such failure to observe any covenant contained in this Agreement nor
any breach of representation or warranty from constituting an Event of Default.
Each Pledgor hereby appoints the Collateral Agent its attorney-in-fact, with
full authority in the place and stead of such Pledgor and in the name of such
Pledgor, or otherwise, from time to time in the Collateral Agent's discretion to
take any action and to execute any instrument consistent with the terms of the
Credit Agreement, this Agreement and the other Security Documents which the
Collateral Agent may deem necessary or advisable to accomplish the purposes
hereof if any Pledgor shall fail to perform any covenants or agreements
contained in this Agreement. The foregoing grant of authority is a power of
attorney coupled with an interest and such appointment shall be irrevocable for
the term hereof. Each Pledgor hereby ratifies all that such attorney shall
lawfully do or cause to be done by virtue hereof.

            SECTION 11.3. Continuing Security Interest; Assignment. This
Agreement shall create a continuing security interest in the Pledged Collateral
and shall (i) be binding upon the Pledgors, their respective successors and
assigns and (ii) inure, together with the rights and remedies of the Collateral
Agent hereunder, to the benefit of the Collateral Agent and the other Secured
Parties and each of their respective successors, transferees and assigns. No
other persons (including any other creditor of any Pledgor) shall have any
interest herein or any right or benefit with respect hereto. Without limiting
the generality of the foregoing clause (ii), any Secured Party may assign or
otherwise transfer any indebtedness held by it secured by this Agreement to any
other person, and such other person shall thereupon become vested with all the
benefits in respect thereof granted to such Secured Party, herein or otherwise,
subject however, to the provisions of the Credit Agreement and any Hedging
Agreement.

            SECTION 11.4. Termination; Release. The Pledged Collateral shall be
released from the Lien of this Agreement in accordance with the provisions of
the Credit Agreement. Upon termination hereof or any release of Pledged
Collateral in accordance with the provisions of the Credit Agreement, the
Collateral Agent shall, upon the request and at the sole cost and expense of the
Pledgors, assign, transfer and deliver to Pledgor, against receipt and without
recourse to or warranty by the Collateral Agent except as to the fact that the
Collateral Agent has not encumbered the released assets, such of the Pledged
Collateral to be released (in the case of a release) as may be in possession of
the Collateral Agent and as shall not have been sold or otherwise applied
pursuant to the terms hereof, and, with respect to any other Pledged Collateral,
proper documents and instruments (including UCC-3 termination statements or
releases) acknowledging the termination hereof or the release of such Pledged
Collateral, as the case may be.

            SECTION 11.5. Modification in Writing. No amendment, modification,
supplement, termination or waiver of or to any provision hereof, nor consent to
any departure by any Pledgor therefrom, shall be effective unless the same shall
be made in accordance with the terms of the Credit Agreement and unless in
writing and signed by the Collateral Agent. Any amendment, modification or
supplement of or to any provision

<PAGE>

                                      -36-

hereof, any waiver of any provision hereof and any consent to any departure by
any Pledgor from the terms of any provision hereof shall be effective only in
the specific instance and for the specific purpose for which made or given.
Except where notice is specifically required by this Agreement or any other
document evidencing the Obligations, no notice to or demand on any Pledgor in
any case shall entitle any Pledgor to any other or further notice or demand in
similar or other circumstances.

            SECTION 11.6. Notices. Unless otherwise provided herein or in the
Credit Agreement, any notice or other communication herein required or permitted
to be given shall be given in the manner and become effective as set forth in
the Credit Agreement, as to any Pledgor, addressed to it at the address of the
Borrower set forth in the Credit Agreement and as to the Collateral Agent,
addressed to it at the address set forth in the Credit Agreement, or in each
case at such other address as shall be designated by such party in a written
notice to the other party complying as to delivery with the terms of this
Section 11.6.

            SECTION 11.7. Governing Law, Consent to Jurisdiction and Service of
Process; Waiver of Jury Trial. Sections 11.09 and 11.10 of the Credit Agreement
are incorporated herein, mutatis mutandis, as if a part hereof.

            SECTION 11.8. Severability of Provisions. Any provision hereof which
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.

            SECTION 11.9. Execution in Counterparts. This Agreement and any
amendments, waivers, consents or supplements hereto may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original,
but all such counterparts together shall constitute one and the same agreement.

            SECTION 11.10. Business Days. In the event any time period or any
date provided in this Agreement ends or falls on a day other than a Business
Day, then such time period shall be deemed to end and such date shall be deemed
to fall on the next succeeding Business Day, and performance herein may be made
on such Business Day, with the same force and effect as if made on such other
day.

            SECTION 11.11. Waiver of Stay. Each Pledgor covenants (to the extent
it may lawfully do so) that in the event that such Pledgor or any property or
assets of such Pledgor shall hereafter become the subject of a voluntary or
involuntary proceeding under the Code or such Pledgor shall otherwise be a party
to any federal or state bankruptcy, insolvency, moratorium or similar proceeding
to which the provisions relating to the automatic stay under Section 362 of the
Code or any similar provision in any such law is applicable, then, in any such
case, whether or not the Collateral Agent has commenced foreclosure proceedings
under this Agreement, such Pledgor shall not, and each Pledgor hereby expressly
waives their right to (to the extent it may lawfully do so) at any time insist
upon, plead or in any whatsoever, claim or take the benefit or advantage of any
such automatic stay or such similar provision as it relates to the exercise of
any

<PAGE>

                                      -37-

of the rights and remedies (including any foreclosure proceedings) available to
the Collateral Agent as provided in this Agreement, in any other Security
Document or any other document evidencing the Obligations. Each Pledgor further
covenants (to the extent it may lawfully do so) that it will not hinder, delay
or impede the execution of any power granted herein to the Collateral Agent, but
will suffer and permit the execution of every such power as though no law
relating to any stay or similar provision had been enacted.

            SECTION 11.12. No Credit for Payment of Taxes or Imposition. Such
Pledgor shall not be entitled to any credit against the principal, premium, if
any, or interest payable under the Credit Agreement, and such Pledgor shall not
be entitled to any credit against any other sums which may become payable under
the terms thereof or hereof, by reason of the payment of any Tax on the Pledged
Collateral or any part thereof.

            SECTION 11.13. No Claims Against Collateral Agent. Nothing contained
in this Agreement shall constitute any consent or request by the Collateral
Agent, express or implied, for the performance of any labor or services or the
furnishing of any materials or other property in respect of the Pledged
Collateral or any part thereof, nor as giving any Pledgor any right, power or
authority to contract for or permit the performance of any labor or services or
the furnishing of any materials or other property in such fashion as would
permit the making of any claim against the Collateral Agent in respect thereof
or any claim that any Lien based on the performance of such labor or services or
the furnishing of any such materials or other property is prior to the Lien
hereof.

            SECTION 11.14. No Release. Nothing set forth in this Agreement shall
relieve any Pledgor from the performance of any term, covenant, condition or
agreement on such Pledgor's part to be performed or observed under or in respect
of any of the Pledged Collateral or from any liability to any person under or in
respect of any of the Pledged Collateral or shall impose any obligation on the
Collateral Agent or any other Secured Party to perform or observe any such term,
covenant, condition or agreement on such Pledgor's part to be so performed or
observed or shall impose any liability on the Collateral Agent or any other
Secured Party for any act or omission on the part of such Pledgor relating
thereto or for any breach of any representation or warranty on the part of such
Pledgor contained in this Agreement, the Credit Agreement or the other Loan
Documents, or under or in respect of the Pledged Collateral or made in
connection herewith or therewith. The obligations of each Pledgor contained in
this Section 11.14 shall survive the termination hereof and the discharge of
such Pledgor's other obligations under this Agreement, the Credit Agreement and
the other Loan Documents.

            SECTION 11.15. Obligations Absolute. All obligations of each Pledgor
hereunder shall be absolute and unconditional irrespective of:

            (a) any bankruptcy, insolvency, reorganization, arrangement,
      readjustment, composition, liquidation or the like of any Pledgor;

<PAGE>
                                      -38-

            (b) any lack of validity or enforceability of the Credit Agreement,
      any Hedging Agreement or any other Loan Document, or any other agreement
      or instrument relating thereto;

            (c) any change in the time, manner or place of payment of, or in any
      other term of, all or any of the Obligations, or any other amendment or
      waiver of or any consent to any departure from the Credit Agreement, any
      Hedging Agreement or any other Loan Document or any other agreement or
      instrument relating thereto;

            (d) any pledge, exchange, release or non-perfection of any other
      collateral, or any release or amendment or waiver of or consent to any
      departure from any guarantee, for all or any of the Obligations;

            (e) any exercise, non-exercise or waiver of any right, remedy, power
      or privilege under or in respect hereof, the Credit Agreement, any Hedging
      Agreement or any other Loan Document except as specifically set forth in a
      waiver granted pursuant to the provisions of Section 11.5 hereof; or

            (f) any other circumstances which might otherwise constitute a
      defense available to, or a discharge of, any Pledgor.

               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]

<PAGE>

                                       S-1

            IN WITNESS WHEREOF, the Pledgors and the Collateral Agent have
caused this Agreement to be duly executed and delivered by their duly authorized
officers as of the date first above written.

                                   QUEST CHEROKEE,LLC,
                                    as Pledgor

                                   By: /s/ JERRY D. CASH
                                       -----------------------------------------
                                       Name: Jerry D. Cash
                                       Title: Manager

                                   BLUESTEM PIPELINE, LLC,
                                    as Pledgor by Quest Cherokee, LLC its sole
                                    member

                                   By: /s/ JERRY D. CASH
                                       -----------------------------------------
                                       Name: Jerry D. Cash
                                       Title: Manager

<PAGE>

                                      S-2

                                  UBS AG, STAMFORD BRANCH,
                                   as Collateral Agent

                                  By: /s/ WILFRED V. SAINT
                                      ------------------------------------------
                                      Name: Wilfred V. Saint
                                      Title: Director Banking Products
                                             Services, U.S.

                                  By: /s/ JOSELIN FERNANDES
                                      ------------------------------------------
                                      Name: Joselin Fernandes
                                      Title: Associate Director Banking Products
                                             Services, U.S.

<PAGE>

                                                                       EXHIBIT 1

                                    [Form of]

                             ISSUER'S ACKNOWLEDGMENT

            The undersigned hereby (i) acknowledges receipt of a copy of that
certain security agreement (as amended, amended and restated, supplemented or
otherwise modified from time to time, the "Security Agreement;" capitalized
terms used but not otherwise defined herein shall have the meanings assigned to
such terms in the Security Agreement), dated as of July 22, 2004, made by QUEST
CHEROKEE, LLC, a Delaware limited liability company (the "Borrower"), the
Guarantors party thereto and UBS AG, STAMFORD BRANCH, as collateral agent (in
such capacity and together with any successors in such capacity, the "Collateral
Agent"), (ii) agrees promptly to note on its books the security interests
granted to the Collateral Agent and confirmed under the Security Agreement,
(iii) agrees that it will comply with instructions of the Collateral Agent with
respect to the applicable Securities Collateral without further consent by the
applicable Pledgor, (iv) agrees to notify the Collateral Agent upon obtaining
knowledge of any interest in favor of any person in the applicable Securities
Collateral that is adverse to the interest of the Collateral Agent therein and
(v) waives any right or requirement at any time hereafter to receive a copy of
the Security Agreement in connection with the registration of any Securities
Collateral thereunder in the name of the Collateral Agent or its nominee or the
exercise of voting rights by the Collateral Agent or its nominee.

                                   [                       ]

                                   By: _________________________________________
                                       Name:
                                       Title:

<PAGE>

                                                                       EXHIBIT 2

                                    [Form of]

                           SECURITIES PLEDGE AMENDMENT

                             This Security Pledge Amendment, dated as of July
22, 2004, is delivered pursuant to Section 5.1 of that certain security
agreement (as amended, amended and restated, supplemented or otherwise modified
from time to time, the "Security Agreement;" capitalized terms used but not
otherwise defined herein shall have the meanings assigned to such terms in the
Security Agreement), dated as of July 22, 2004, made by QUEST CHEROKEE, LLC, a
Delaware limited liability company (the "Borrower"), the Guarantors party
thereto and UBS AG, STAMFORD BRANCH, as collateral agent (in such capacity and
together with any successors in such capacity, the "Collateral Agent"). The
undersigned hereby agrees that this Pledge Amendment may be attached to the
Security Agreement and that the Pledged Securities and/or Intercompany Notes
listed on this Pledge Amendment shall be deemed to be and shall become part of
the Pledged Collateral and shall secure all Obligations.

                               PLEDGED SECURITIES

<TABLE>
<CAPTION>
                CLASS                                       NUMBER OF       PERCENTAGE OF
              OF STOCK                                       SHARES      ALL ISSUED CAPITAL
                 OR           PAR      CERTIFICATE             OR          OR OTHER EQUITY
ISSUER        INTERESTS      VALUE        NO(S).            INTERESTS    INTERESTS OF ISSUER
------        ---------      -----     -----------          ---------    -------------------
<S>           <C>            <C>       <C>                  <C>          <C>
</TABLE>

<PAGE>

                                      -2-

                               INTERCOMPANY NOTES

<TABLE>
<CAPTION>
               PRINCIPAL       DATE OF         INTEREST        MATURITY
ISSUER           AMOUNT        ISSUANCE          RATE            DATE
------         ---------       --------        --------        ---------
<S>            <C>             <C>             <C>             <C>
</TABLE>

                                   [                       ],
                                    as Pledgor

                                   By: _________________________________________
                                       Name:
                                       Title:

AGREED TO AND ACCEPTED:

UBS AG, STAMFORD BRANCH,
as Collateral Agent

By: _________________________________
    Name:
    Title:

By: _________________________________
    Name:
    Title:

<PAGE>

                                                                       EXHIBIT 3

                                    [Form of]

                                JOINDER AGREEMENT

                                                           [Name of New Pledgor]
                                                        [Address of New Pledgor]

[Date]

_________________
_________________
_________________
_________________

Ladies and Gentlemen:

            Reference is made to that certain security agreement (as amended,
amended and restated, supplemented or otherwise modified from time to time, the
"Security Agreement;" capitalized terms used but not otherwise defined herein
shall have the meanings assigned to such terms in the Security Agreement), dated
as of July 22, 2004, made by QUEST CHEROKEE, LLC, a Delaware limited liability
company (the "Borrower"), the Guarantors party thereto and UBS AG, STAMFORD
BRANCH, as collateral agent (in such capacity and together with any successors
in such capacity, the "Collateral Agent").

            This letter supplements the Security Agreement and is delivered by
the undersigned, [         ] (the "New Pledgor"), pursuant to Section 3.5 of the
Security Agreement. The New Pledgor hereby agrees to be bound as a Guarantor and
as a Pledgor by all of the terms, covenants and conditions set forth in the
Security Agreement to the same extent that it would have been bound if it had
been a signatory to the Security Agreement on the execution date of the Security
Agreement. The New Pledgor also hereby agrees to be bound as a party by all of
the terms, covenants and conditions applicable to it set forth in Articles V, VI
and VII of the Credit Agreement to the same extent that it would have been bound
if it had been a signatory to the Credit Agreement on the execution date of the
Credit Agreement. Without limiting the generality of the foregoing, the New
Pledgor hereby grants and pledges to the Collateral Agent, as collateral
security for the full, prompt and complete payment and performance when due
(whether at stated maturity, by acceleration or otherwise) of the Obligations, a
Lien on and security interest in, all of its right, title and interest in, to
and under the Pledged Collateral and ex-

<PAGE>

                                       -2-

pressly assumes all obligations and liabilities of a Guarantor and Pledgor
thereunder. The New Pledgor hereby makes each of the representations and
warranties and agrees to each of the covenants applicable to the Pledgors
contained in the Security Agreement and Article III of the Credit Agreement.

            Annexed hereto are supplements to each of the schedules to the
Security Agreement and the Credit Agreement, as applicable, with respect to the
New Pledgor. Such supplements shall be deemed to be part of the Security
Agreement or the Credit Agreement, as applicable.

            This agreement and any amendments, waivers, consents or supplements
hereto may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered
shall be deemed to be an original, but all such counterparts together shall
constitute one and the same agreement.

            THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

<PAGE>

                                      -3-

            IN WITNESS WHEREOF, the New Pledgor has caused this letter agreement
to be executed and delivered by its duly authorized officer as of the date first
above written.

                                   [NEW PLEDGOR]

                                   By: _________________________________________
                                       Name:
                                       Title:

AGREED TO AND ACCEPTED:

UBS AG, STAMFORD BRANCH,
as Collateral Agent

By: _______________________________
    Name:
    Title:

By: _______________________________
    Name:
    Title:

                           [Schedules to be attached]
<PAGE>

                                                                       EXHIBIT 4

                                    [Form of]

                CONTROL AGREEMENT CONCERNING SECURITIES ACCOUNTS

            This Control Agreement Concerning Securities Accounts (this "Control
Agreement"), dated as of [    ], by and among QUEST CHEROKEE, LLC (the
"Pledgor"), UBS AG, Stamford Branch (the "Collateral Agent") and [    ] (the
"Securities Intermediary"), is delivered pursuant to Section 3.4(c) of that
certain security agreement (as amended, amended and restated, supplemented or
otherwise modified from time to time, the "Security Agreement"), dated as of
July 22, 2004, made by the Pledgor and each of the Guarantors listed on the
signature pages thereto in favor of UBS AG, Stamford Branch, as collateral
agent, as pledgee, assignee and secured party (the "Collateral Agent"). This
Control Agreement is for the purpose of perfecting the security interests of the
Secured Parties granted by the Pledgor in the Designated Accounts described
below. All references herein to the "UCC" shall mean the Uniform Commercial Code
as in effect from time to time in the State of New York. Capitalized terms used
but not defined herein shall have the meanings assigned to such terms in the
Security Agreement.

            Section 1. Confirmation of Establishment and Maintenance of
Designated Accounts. The Securities Intermediary hereby confirms and agrees that
(i) the Securities Intermediary has established for the Pledgor and maintains
the account(s) listed in Schedule I annexed hereto (such account(s), together
with each such other securities account maintained by the Pledgor with the
Securities Intermediary collectively, the "Designated Accounts" and each a
"Designated Account"), (ii) each Designated Account will be maintained in the
manner set forth herein until termination of this Control Agreement, (iii) this
Control Agreement is the valid and legally binding obligation of the Securities
Intermediary, (iv) the Securities Intermediary is a "securities intermediary" as
defined in Article 8-102(a)(14) of the UCC, (v) each of the Designated Accounts
is a "securities account" as such term is defined in Section 8-501(a) of the UCC
and (vi) all securities or other property underlying any financial assets which
are credited to any Designated Account shall be registered in the name of the
Securities Intermediary, endorsed to the Securities Intermediary or in blank or
credited to another securities account maintained in the name of the Securities
Intermediary and in no case will any financial asset credited to any Designated
Account be registered in the name of the Pledgor, payable to the order of the
Pledgor or specially endorsed to the Pledgor, except to the extent the foregoing
have been specially endorsed to the Securities Intermediary or in blank.

            Section 2. "Financial Assets" Election. The Securities Intermediary
hereby agrees that each item of Investment Property credited to any Designated
Account shall be treated as a "financial asset" within the meaning of Section
8-102(a)(9) of the UCC.

<PAGE>
                                      -2-

            Section 3. Entitlement Order. If at any time the Securities
Intermediary shall receive an "entitlement order" (within the meaning of Section
8-102(a)(8) of the UCC) issued by the Collateral Agent and relating to any
financial asset maintained in one or more of the Designated Accounts, the
Securities Intermediary shall comply with such entitlement order without further
consent by the Pledgor or any other person. The Securities Intermediary shall
also comply with instructions directing the Securities Intermediary with respect
to the sale, exchange or transfer of financial assets held in each Designated
Account originated by a Pledgor, or any representative of, or investment manager
appointed by, a Pledgor until such time as the Collateral Agent delivers a
Notice of Sole Control pursuant to Section 9(i) to the Securities Intermediary.

            Section 4. Subordination of Lien; Waiver of Set-Off. The Securities
Intermediary hereby agrees that any security interest in any Designated Account
it now has or subsequently obtains shall be subordinate to the security interest
of the Collateral Agent. The financial assets and other items deposited to any
Designated Account will not be subject to deduction, set-off, banker's lien, or
any other right in favor of any person other than the Secured Parties (except
that the Securities Intermediary may set off all amounts due to the Securities
Intermediary in respect of its customary fees and expenses for the routine
maintenance and operation of the Designated Accounts, including overdraft fees
and amounts advanced to settle authorized transactions).

            Section 5. Choice of Law. Both this Control Agreement and the
Designated Accounts shall be governed by the laws of the State of New York.
Regardless of any provision in any other agreement, for purposes of the UCC, New
York shall be deemed to be the Securities Intermediary's jurisdiction and the
Designated Accounts (as well as the security entitlements related thereto) shall
be governed by the laws of the State of New York.

            Section 6. Conflict with Other Agreements; Amendments. As of the
date hereof, there are no other agreements entered into between the Securities
Intermediary and the Pledgor with respect to any Designated Account or any
security entitlements or other financial assets credited thereto (other than
standard and customary documentation with respect to the establishment and
maintenance of such Designated Accounts). The Securities Intermediary and the
Pledgor will not enter into any other agreement with respect to any Designated
Account unless the Collateral Agent shall have received prior written notice
thereof. The Securities Intermediary and the Pledgor have not and will not enter
into any other agreement with respect to (i) creation or perfection of any
security interest in or (ii) control of security entitlements maintained in any
of the Designated Accounts or purporting to limit or condition the obligation of
the Securities Intermediary to comply with entitlement orders with respect to
financial assets credited to any Designated Account as set forth in Section 3
hereof without the prior written consent of the Collateral Agent acting in its
sole discretion. In the event of any conflict with respect to control over any
Designated Account between this Control Agreement (or any portion hereof) and
any other agreement now existing or hereafter entered into, the terms of this
Control Agreement shall prevail. No amendment or modification of this Control
Agreement or waiver of any

<PAGE>
                                      -3-

rights hereunder shall be binding on any party hereto unless it is in writing
and is signed by all the parties hereto.

            Section 7. Certain Agreements.

            (i)   The Securities Intermediary has furnished to the Collateral
Agent the most recent account statement issued by the Securities Intermediary
with respect to each of the Designated Accounts and the financial assets and
cash balances held therein, identifying the financial assets held therein in a
manner acceptable to the Collateral Agent. Each such statement accurately
reflects the assets held in such Designated Account as of the date thereof.

            (ii)  The Securities Intermediary will, upon its receipt of each
supplement to the Security Agreement signed by the Pledgor and identifying one
or more financial assets as "Pledged Collateral," enter into its records,
including computer records, with respect to each Designated Account a notation
with respect to any such financial asset so that such records and reports
generated with respect thereto identify such financial asset as "Pledged."

            (iii) The Collateral Agent has delivered to the Securities
Intermediary a list, signed by an authorized representative of the officers of
the Collateral Agent authorized to give approvals or instructions under this
Control Agreement (the "Authorized Representatives") and the Securities
Intermediary shall be entitled to rely on communications from any such
Authorized Representatives until the earlier of the termination of this Control
Agreement in accordance with the terms hereof and notification by an Authorized
Representative of a change in such list at any time.

            Section 8. Notice of Adverse Claims. Except for the claims and
interest of the Securities Intermediary under Section 4, the Collateral Agent
and of the Pledgor in the financial assets maintained in the Designated
Account(s), the Securities Intermediary on the date hereof does not know of any
claim to, or security interest in, any Designated Account or in any financial
asset credited thereto and does not know of any claim that any person other than
the Collateral Agent has been given "control" (within the meaning of Section
8-106 of the UCC) of any Designated Account or any such financial asset. If the
Securities Intermediary becomes aware that any person is asserting any lien,
encumbrance or adverse claim (including any writ, garnishment, judgment, warrant
of attachment, execution or similar process or any claim of control) against any
of the financial assets maintained in any Designated Account, the Securities
Intermediary promptly notify the Collateral Agent and the Pledgor thereof.

            Section 9. Maintenance of Designated Accounts. In addition to the
obligations of the Securities Intermediary in Section 3 hereof, the Securities
Intermediary agrees to maintain the Designated Accounts as follows:

            (i)   Notice of Sole Control. If at any time the Collateral Agent
      delivers to the Securities Intermediary a notice of sole control in
      substantially the form set forth in Ex-

<PAGE>
                                      -4-

      hibit A attached hereto (the "Notice of Sole Control") with respect to any
      Designated Account, the Securities Intermediary agrees that, after receipt
      of such notice, it will take all instructions with respect to such
      Designated Account solely from the Collateral Agent and cease taking
      instructions from Pledgor, including, without limitation, instructions for
      investment, distribution or transfer of any financial asset maintained in
      any Designated Account. Permitting settlement of trades pending at the
      time of receipt of such notice shall not constitute a violation of the
      immediately preceding sentence.

            (ii)  Voting Rights. Until such time as the Securities Intermediary
      receives a Notice of Sole Control, the Pledgor, or an investment manager
      on behalf of the Pledgor, shall direct the Securities Intermediary with
      respect to the voting of any financial assets credited to any Designated
      Account.

            (iii) Statements and Confirmations. The Securities Intermediary will
      send copies of all statements and other correspondence (excluding routine
      confirmations) concerning any Designated Account or any financial assets
      credited thereto simultaneously to each of the Pledgor and the Collateral
      Agent at the address set forth in Section 11 hereof. The Securities
      Intermediary will provide to the Collateral Agent, upon the Collateral
      Agent's request therefor from time to time and, in any event, as of the
      last business day of each calendar month, a statement of the market value
      of each financial asset maintained in each Designated Account. The
      Securities Intermediary shall not change the name or account number of any
      Designated Account without the prior written consent of the Collateral
      Agent.

            (iv)  Bailee for Perfection. The Securities Intermediary
      acknowledges that, in the event that it should come into possession of any
      certificate representing any security or other assets held as financial
      assets in any of the Designated Accounts, the Securities Intermediary
      shall retain possession of the same for the benefit of the Collateral
      Agent and such act shall cause the Securities Intermediary to be deemed a
      bailee for the Collateral Agent, if necessary to perfect the Collateral
      Agent's security interest in such securities or assets. The Securities
      Intermediary hereby acknowledges its receipt of a copy of the Security
      Agreement, which shall also serve as notice to the Securities Intermediary
      of a security interest in collateral held by a bailee.

            Section 10. Successors; Assignment. The terms of this Control
Agreement shall be binding upon, and shall inure to the benefit of, the parties
hereto and their respective corporate successors and permitted assignees.

            Section 11. Notices. Any notice, request or other communication
required or permitted to be given under this Control Agreement shall be in
writing and deemed to have been properly given when delivered in person, or when
sent by telecopy or other electronic means and electronic confirmation of error
free receipt is received or two (2) days after being sent by certi-

<PAGE>
                                      -5-

fied or registered United States mail, return receipt requested, postage
prepaid, addressed to the party at the address set forth below.

            Pledgor:          [                   ]
                              [Address]
                              Attention:
                              Telecopy:
                              Telephone:

                              with copy to:

                              [                   ]
                              [Address]
                              Attention:
                              Telecopy:
                              Telephone:

            Securities
            Intermediary:     [                   ]
                              [Address]
                              Attention:
                              Telecopy:
                              Telephone:

            Collateral
            Agent:            UBS AG, Stamford Branch
                              677 Washington Boulevard
                              Stamford, Connecticut  06901
                              Attention:
                              Telecopy:
                              Telephone:

                              with a copy to:

                              Cahill Gordon & Reindel LLP
                              80 Pine Street
                              New York, New York  10005
                              Attention: Michael E. Michetti
                              Telecopy:  (212) 269-5420
                              Telephone: (212) 701-3000

            Any party may change its address for notices in the manner set forth
above.

<PAGE>
                                      -6-

            Section 12. Termination. The rights and powers granted herein to the
Collateral Agent are powers coupled with an interest and will be affected
neither by the bankruptcy of the Pledgor nor by the lapse of time. The
obligations of the Securities Intermediary hereunder shall continue in effect
until (i) the security interests of the Secured Parties with respect to the
financial assets maintained in the Designated Account(s) have been terminated
and an Authorized Representative has notified the Securities Intermediary of
such termination in writing or (ii) thirty days following the Securities
Intermediary's delivery of written notice of such termination to the Pledgor and
the Collateral Agent.

            Section 13. Severability. If any term or provision set forth in this
Agreement shall be invalid or unenforceable, the remainder of this Agreement,
other than those provisions held invalid or unenforceable, shall be construed in
all respects as if such invalid or unenforceable term or provision were omitted.

            Section 14. Counterparts. This Control Agreement may be executed in
any number of counterparts, all of which shall constitute one and the same
instrument, and any party hereto may execute this Control Agreement by signing
and delivering one or more counterparts.

<PAGE>

                                       S-1

                                         [                           ],
                                           as Pledgor

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         UBS AG, STAMFORD BRANCH,
                                           as Collateral Agent

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         [                           ],
                                           as Securities Intermediary

                                         By: ___________________________________
                                             Name:
                                             Title:

<PAGE>

                                   SCHEDULE I

                              Designated Account(s)

<PAGE>

                                    EXHIBIT A

                     [Letterhead of UBS AG, Stamford Branch]

                                                                          [Date]

[Securities Intermediary]
[Address]

Attention:

                           Re: Notice of Sole Control

Ladies and Gentlemen:

            As referenced in Section 9(i) of the Control Agreement Concerning
Designated Accounts dated as of [    ], by and among [    ], us and you (the
"Control Agreement") (a copy of which is attached) we hereby give you notice of
our sole control over the financial assets maintained in the Designated
Account(s) referred to in the Control Agreement, account numbers:
________________ (the "Specified Designated Accounts"). You are hereby
instructed not to accept any direction, instruction or entitlement order with
respect to financial assets maintained in the Specified Designated Accounts from
any person other than the undersigned.

<PAGE>

                                      -2-

            You are instructed to deliver a copy of this notice by facsimile
transmission to [Pledgor].

                                         Very truly yours,

                                         UBS AG, STAMFORD BRANCH,
                                           as Collateral Agent

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         By: ___________________________________
                                             Name:
                                             Title:

cc:  [Pledgor]

<PAGE>

                                                                       EXHIBIT 5

                                    [Form of]

                  CONTROL AGREEMENT CONCERNING DEPOSIT ACCOUNTS

            This CONTROL AGREEMENT CONCERNING DEPOSIT ACCOUNTS (this "Control
Agreement"), dated as of [           ], by and among QUEST CHEROKEE, LLC (the
"Pledgor"), UBS AG, STAMFORD BRANCH (the "Collateral Agent") and [        ] (the
"Bank"), is delivered pursuant to Section 3.4(b) of that certain security
agreement (as amended, amended and restated, supplemented or otherwise modified
from time to time, the "Security Agreement"), dated as of July 22, 2004, made by
the Pledgor and each of the Guarantors listed on the signature pages thereto in
favor of UBS AG, STAMFORD BRANCH, as collateral agent, as pledgee, assignee and
secured party (the "Collateral Agent"). This Control Agreement is for the
purpose of perfecting the security interests of the Secured Parties granted by
the Pledgor in the Designated Accounts described below. All references herein to
the "UCC" shall mean the Uniform Commercial Code as in effect from time to time
in the State of New York. Capitalized terms used but not defined herein shall
have the meanings assigned to such terms in the Security Agreement.

            Section 1. Confirmation of Establishment and Maintenance of
Designated Accounts. The Bank hereby confirms and agrees that (i) the Bank has
established for the Pledgor and maintains the deposit account(s) listed in
Schedule 1 annexed hereto (such account(s), together with each such other
deposit account maintained by the Pledgor with the Bank collectively, the
"Designated Accounts" and each a "Designated Account"), (ii) each Designated
Account will be maintained in the manner set forth herein until termination of
this Control Agreement, (iii) the Bank is a "bank," as such term is defined in
the UCC, (iv) this Control Agreement is the valid and legally binding obligation
of the Bank and (v) each Designated Account is a "deposit account" as such term
is defined in Article 9 of the UCC.

            Section 2. Control. The Bank shall comply with instructions
originated by the Collateral Agent without further consent of the Pledgor or any
person acting or purporting to act for the Pledgor being required, including,
without limitation, directing disposition of the funds in each Designated
Account. The Bank shall also comply with instructions directing the disposition
of funds in each Designated Account originated by the Pledgor or its authorized
representatives until such time as the Collateral Agent delivers a Notice of
Sole Control pursuant to Section 8(i) hereof to the Bank.

            Section 3. Subordination of Lien; Waiver of Set-Off. The Bank hereby
agrees that any security interest in any Designated Account it now has or
subsequently obtains shall be subordinate to the security interest of the
Collateral Agent. The funds deposited into any

<PAGE>
                                      -2-

Designated Account will not be subject to deduction, set-off, banker's lien, or
any other right in favor of any person other than the Secured Parties (except
that the Bank may set off (i) all amounts due to the Bank in respect of its
customary fees and expenses for the routine maintenance and operation of the
Designated Accounts, including overdraft fees, and (ii) the face amount of any
checks or other items which have been credited to any Designated Account but are
subsequently returned unpaid because of uncollected or insufficient funds).

            Section 4. Choice of Law. Both this Control Agreement and the
Designated Account(s) shall be governed by the laws of the State of New York.
Regardless of any provision in any other agreement, for purposes of the UCC, New
York shall be deemed to be the Bank's jurisdiction and the Designated Account(s)
shall be governed by the law of the State of New York.

            Section 5. Conflict with Other Agreements; Amendments. As of the
date hereof, there are no other agreements entered into between the Bank and the
Pledgor with respect to any Designated Account or any funds credited thereto
(other than standard and customary documentation with respect to the
establishment and maintenance of such Designated Accounts). The Bank and the
Pledgor will not enter into any other agreement with respect to any Designated
Account unless the Collateral Agent shall have received prior written notice
thereof. The Bank and the Pledgor have not and will not enter into any other
agreement with respect to control of the Designated Accounts or purporting to
limit or condition the obligation of the Bank to comply with any orders or
instructions with respect to any Designated Account as set forth in Section 2
hereof without the prior written consent of the Collateral Agent acting in its
sole discretion. In the event of any conflict with respect to control over any
Designated Account between this Control Agreement (or any portion hereof) and
any other agreement now existing or hereafter entered into, the terms of this
Control Agreement shall prevail. No amendment or modification of this Control
Agreement or waiver of any right hereunder shall be binding on any party hereto
unless it is in writing and is signed by all the parties hereto.

            Section 6. Certain Agreements.

            (i)   The Bank has furnished to the Collateral Agent the most recent
      account statement issued by the Bank with respect to each of the
      Designated Accounts and the cash balances held therein. Each such
      statement accurately reflects the assets held in such Designated Account
      as of the date thereof.

            (ii)  The Collateral Agent has delivered to the Bank a list, signed
      by an authorized representative, of the officers of the Collateral Agent
      authorized to give approvals or instructions under this Control Agreement
      (the "Authorized Representatives") and the Bank shall be entitled to rely
      on communications from any such Authorized Representatives until the
      earlier of the termination of this Control Agreement in accordance with
      the terms hereof and notification by an Authorized Representative of a
      change in such list at any time.

<PAGE>
                                      -3-

            Section 7. Notice of Adverse Claims. Except for the claims and
interest of the Bank under Section 3, the Secured Parties and of the Pledgor in
the Designated Account(s), the Bank on the date hereof does not know of any
claim to, or security interest in, any Designated Account or in any funds
credited thereto and does not know of any claim that any person other than the
Collateral Agent has been given control (within the meaning of Section 8-106 of
the UCC) of any Designated Account or any such funds. If the Bank becomes aware
that any person is asserting any lien, encumbrance or adverse claim (including
any writ, garnishment, judgment, warrant of attachment, execution or similar
process or any claim of control) against any funds in any Designated Account,
the Bank will promptly notify the Collateral Agent and the Pledgor thereof.

            Section 8. Maintenance of Designated Accounts. In addition to the
obligations of the Bank in Section 2 hereof, the Bank agrees to maintain the
Designated Accounts as follows:

            (i)   Notice of Sole Control. If at any time the Collateral Agent
      delivers to the Bank a notice of sole control in substantially the form
      set forth in Exhibit A attached hereto (the "Notice of Sole Control") with
      respect to any Designated Account, the Bank agrees that, after receipt of
      such notice, it will take all instruction with respect to such Designated
      Account solely from the Collateral Agent and cease taking instructions
      from the Pledgor, including, without limitation, instructions for
      distribution or transfer of any funds in any Designated Account.

            (ii)  Statements and Confirmations. The Bank will send copies of all
      statements and other correspondence (excluding routine confirmations)
      concerning any Designated Account simultaneously to the Pledgor and the
      Collateral Agent at the address set forth in Section 10 hereof. The Bank
      will promptly provide to the Collateral Agent, upon request therefor from
      time to time and, in any event, as of the last business day of each
      calendar month, a statement of the cash balance in each Designated
      Account. The Bank shall not change the name or account number of any
      Designated Account without the prior written consent of the Collateral
      Agent.

            Section 9. Successors; Assignment. The terms of this Control
Agreement shall be binding upon, and shall inure to the benefit of, the parties
hereto and their respective corporate successors and permitted assignees.

            Section 10. Notices. Any notice, request or other communication
required or permitted to be given under this Control Agreement shall be in
writing and deemed to have been properly given when delivered in person, or when
sent by telecopy or other electronic means and electronic confirmation of error
free receipt is received or two (2) days after being sent by certified or
registered United States mail, return receipt requested, postage prepaid,
addressed to the party at the address set forth below.

<PAGE>
                                      -4-

            Pledgor:          [                       ]
                              [Address]
                              Attention:
                              Telecopy:
                              Telephone:

                              with copy to:

                              [                       ]
                              [Address]
                              Attention:
                              Telecopy:
                              Telephone:

            Bank:             [                            ]
                              [                            ]
                              [                            ]
                              Attention:
                              Telecopy:
                              Telephone:

            Collateral
            Agent:            UBS AG, Stamford Branch
                              677 Washington Boulevard
                              Stamford, Connecticut  06901
                              Attention:
                              Telecopy:
                              Telephone:

                              with a copy to:

                              Cahill Gordon & Reindel LLP
                              80 Pine Street
                              New York, New York 10005
                              Attention: Michael E. Michetti
                              Telecopy:  (212) 269-5420
                              Telephone: (212) 701-3000

            Any party may change its address for notices in the manner set forth
above.

            Section 11. Termination. The rights and powers granted herein
to the Collateral Agent are powers coupled with an interest and will be affected
neither by the bankruptcy of the Pledgor nor by the lapse of time. The
obligations of the Bank hereunder shall continue in

<PAGE>
                                      -5-

effect until (i) the security interests of the Secured Parties with respect to
the Designated Account(s) have been terminated and an Authorized Representative
has notified the Bank of such termination in writing or (ii) thirty days
following the Bank's delivery of written notice of such termination to the
Collateral Agent and Pledgor.

            Section 12. Severability. If any term or provision set forth in this
Agreement shall be invalid or unenforceable, the remainder of this Agreement,
other than those provisions held invalid or unenforceable, shall be construed in
all respects as if such invalid or unenforceable term or provision were omitted.

            Section 13. Counterparts. This Control Agreement may be executed in
any number of counterparts, all of which shall constitute one and the same
instrument, and any party hereto may execute this Control Agreement by signing
and delivering one or more counterparts.

<PAGE>

                                       S-1

                                         [                           ]

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         UBS AG, STAMFORD BRANCH,
                                          as Collateral Agent

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         [                           ],
                                           as Bank

                                         By: ___________________________________
                                             Name:
                                             Title:

<PAGE>

                                   SCHEDULE 1

                              Designated Account(s)

<PAGE>

                                    EXHIBIT A

                     [Letterhead of UBS AG, Stamford Branch]

                                                                          [Date]

[Bank]
[Address]

Attention:  _______________

                           Re: Notice of Sole Control

Ladies and Gentlemen:

            As referenced in Section 8(i) of the Control Agreement Concerning
Designated Accounts dated as of [       ], by and among [         ], us and you
(the "Control Agreement") (a copy of which is attached) we hereby give you
notice of our sole control over the Designated Account(s) referred to in the
Control Agreement, having account number(s): ___________________________________
(the "Specified Designated Accounts"). You are hereby instructed not to accept
any direction or instructions with respect to the Specified Designated Accounts
or any funds credited thereto from any person other than the undersigned, unless
otherwise ordered by a court of competent jurisdiction.

<PAGE>

                                      -2-

            You are instructed to deliver a copy of this notice by facsimile
transmission to [Pledgor]

                                         Very truly yours,

                                         UBS AG, Stamford Branch,
                                          as Collateral Agent

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         By: ___________________________________
                                             Name:
                                             Title:

cc: [Pledgor]

<PAGE>

                                                                       EXHIBIT 6

                                    [Form of]

                          COPYRIGHT SECURITY AGREEMENT

            Copyright Security Agreement, dated as of [    ], by QUEST CHEROKEE,
LLC (the "Borrower") and each Guarantor listed on Schedule II hereto
(collectively, the "Original Guarantors," together with the Borrower, the
"Pledgors"), in favor of UBS AG, STAMFORD BRANCH, in its capacity as collateral
agent pursuant to the Credit Agreement (in such capacity, the "Collateral
Agent").

                                   WITNESSETH:

            WHEREAS, Pledgors are party to a Security Agreement of even date
herewith (the "Security Agreement") in favor of the Collateral Agent pursuant to
which the Pledgors are required to execute and deliver this Copyright Security
Agreement;

            NOW, THEREFORE, in consideration of the premises and to induce the
Collateral Agent, for the benefit of the Secured Parties, to enter into the
Credit Agreement, the Pledgors hereby agree with the Collateral Agent as
follows:

            SECTION 1. Defined Terms. Unless otherwise defined herein, terms
defined in the Security Agreement and used herein have the meaning given to them
in the Security Agreement.

            SECTION 2. Grant of Security Interest in Copyright Collateral. Each
Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the
Secured Parties a lien on and security interest in and to all of its right,
title and interest in, to and under all the following Pledged Collateral of such
Pledgor:

            (a) Copyrights of such Pledgor listed on Schedule I attached hereto;
and

            (b) all Proceeds of any and all of the foregoing (other than
Excluded Property).

            SECTION 3. Security Agreement. The security interest granted
pursuant to this Copyright Security Agreement is granted in conjunction with the
security interest granted to the Collateral Agent pursuant to the Security
Agreement and Pledgors hereby acknowledge and affirm that the rights and
remedies of the Collateral Agent with respect to the security interest in the
Copyrights made and granted hereby are more fully set forth in the Security
Agreement, the

<PAGE>
                                      -2-

terms and provisions of which are incorporated by reference herein as if fully
set forth herein. In the event that any provision of this Copyright Security
Agreement is deemed to conflict with the Security Agreement, the provisions of
the Security Agreement shall control unless the Collateral Agent shall otherwise
determine.

            SECTION 4. Termination. Upon the full performance of the
Obligations, the Collateral Agent shall execute, acknowledge, and deliver to
each Pledgor an instrument in writing in recordable form releasing the
collateral pledge, grant, assignment, lien and security interest in the
Copyrights under this Copyright Security Agreement.

                            [signature page follows]

<PAGE>

                                      -3-

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

                                         Very truly yours,

                                         QUEST CHEROKEE, LLC

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         [ORIGINAL GUARANTORS](1)

                                         By: ___________________________________
                                             Name:
                                             Title:

Accepted and Agreed:

UBS AG, STAMFORD BRANCH,
as Collateral Agent

By: _________________________
    Name:
    Title:

By: _________________________
    Name:
    Title:

--------------------
(1)   This document needs only to be executed by any Guarantor which owns a
      pledged Copyright.

<PAGE>

                                      -4-

                                   SCHEDULE I
                                       TO
                          COPYRIGHT SECURITY AGREEMENT
               COPYRIGHT REGISTRATIONS AND COPYRIGHT APPLICATIONS

COPYRIGHT REGISTRATIONS:

<TABLE>
<CAPTION>
                                REGISTRATION
OWNER                              NUMBER                TITLE
--------------------------------------------------------------
<S>                             <C>                      <C>
</TABLE>

COPYRIGHT APPLICATIONS:

<TABLE>
<CAPTION>
OWNER                           TITLE
-------------------------------------
<S>                             <C>
</TABLE>

<PAGE>

                                      -5-

                                   SCHEDULE II
                                       TO
                          COPYRIGHT SECURITY AGREEMENT
                               ORIGINAL GUARANTORS

<TABLE>
<CAPTION>
NAME                             ADDRESS
---------------------------------------------------------------
<S>                              <C>
---------------------------------------------------------------

---------------------------------------------------------------

---------------------------------------------------------------

---------------------------------------------------------------

---------------------------------------------------------------

---------------------------------------------------------------

---------------------------------------------------------------

---------------------------------------------------------------

---------------------------------------------------------------
</TABLE>

<PAGE>

                                                                       EXHIBIT 7

                                    [Form of]

                            PATENT SECURITY AGREEMENT

            Patent Security Agreement, dated as of [    ], by QUEST CHEROKEE,
LLC (the "Borrower") and each Guarantor listed on Schedule II hereto
(collectively, the "Original Guarantors," and together with the Borrower, the
"Pledgors"), in favor of UBS AG, STAMFORD BRANCH, in its capacity as collateral
agent pursuant to the Credit Agreement (in such capacity, the "Collateral
Agent").

                                   WITNESSETH:

            WHEREAS, Pledgors are party to a Security Agreement of even date
herewith (the "Security Agreement") in favor of the Collateral Agent pursuant to
which the Pledgors are required to execute and deliver this Patent Security
Agreement;

            NOW, THEREFORE, in consideration of the premises and to induce the
Collateral Agent, for the benefit of the Secured Parties, to enter into the
Credit Agreement, the Pledgors hereby agree with the Collateral Agent as
follows:

            SECTION 1. Defined Terms. Unless otherwise defined herein, terms
defined in the Security Agreement and used herein have the meaning given to them
in the Security Agreement.

            SECTION 2. Grant of Security Interest in Patent Collateral. Each
Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the
Secured Parties a lien on and security interest in and to all of its right,
title and interest in, to and under all the following Pledged Collateral of such
Pledgor:

            (a) Patents of such Pledgor listed on Schedule I attached hereto;
and

            (b) all Proceeds of any and all of the foregoing (other than
Excluded Property).

            SECTION 3. Security Agreement. The security interest granted
pursuant to this Patent Security Agreement is granted in conjunction with the
security interest granted to the Collateral Agent pursuant to the Security
Agreement and Pledgors hereby acknowledge and affirm that the rights and
remedies of the Collateral Agent with respect to the security interest in the
Patents made and granted hereby are more fully set forth in the Security
Agreement, the terms

<PAGE>
                                      -2-

and provisions of which are incorporated by reference herein as if fully set
forth herein. In the event that any provision of this Patent Security Agreement
is deemed to conflict with the Security Agreement, the provisions of the
Security Agreement shall control unless the Collateral Agent shall otherwise
determine.

            SECTION 4. Termination. Upon the full performance of the
Obligations, the Collateral Agent shall execute, acknowledge, and deliver to
each Pledgor an instrument in writing in recordable form releasing the
collateral pledge, grant, assignment, lien and security interest in the Patents
under this Patent Security Agreement.

                            [signature page follows]

<PAGE>

                                      -3-

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

                                         Very truly yours,

                                         QUEST CHEROKEE, LLC

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         [ORIGINAL GUARANTORS](2)

                                         By: ___________________________________
                                             Name:
                                             Title:

Accepted and Agreed:

UBS AG, STAMFORD BRANCH,
as Collateral Agent

By: _______________________
    Name:
    Title:

By: _______________________
    Name:
    Title:

------------------
(2)   This document needs only to be executed by any Guarantor which owns a
      pledged Patent.

<PAGE>

                                      -4-

                                   SCHEDULE I
                                       TO
                            PATENT SECURITY AGREEMENT
                  PATENT REGISTRATIONS AND PATENT APPLICATIONS

PATENT REGISTRATIONS:

<TABLE>
<CAPTION>
                            REGISTRATION
OWNER                          NUMBER                   NAME
------------------------------------------------------------
<S>                         <C>                         <C>
</TABLE>

PATENT APPLICATIONS:

<TABLE>
<CAPTION>
                            APPLICATION
OWNER                         NUMBER                    NAME
------------------------------------------------------------
<S>                         <C>                         <C>
</TABLE>

<PAGE>

                                       -5-

                                   SCHEDULE II
                                       TO
                            PATENT SECURITY AGREEMENT
                               ORIGINAL GUARANTORS

<TABLE>
<CAPTION>
NAME                             ADDRESS
---------------------------------------------------------------
<S>                              <C>
---------------------------------------------------------------

---------------------------------------------------------------

---------------------------------------------------------------

---------------------------------------------------------------

---------------------------------------------------------------

---------------------------------------------------------------

---------------------------------------------------------------

---------------------------------------------------------------

---------------------------------------------------------------
</TABLE>

<PAGE>

                                                                       EXHIBIT 8

                                    [Form of]

                          TRADEMARK SECURITY AGREEMENT

            Trademark Security Agreement, dated as of [    ], by QUEST CHEROKEE,
LLC (the "Borrower") and each Guarantor listed on Schedule II hereto
(collectively, the "Original Guarantors," together with the Borrower, the
"Pledgors"), in favor of UBS AG, STAMFORD BRANCH, in its capacity as collateral
agent pursuant to the Credit Agreement (in such capacity, the "Collateral
Agent").

                                   WITNESSETH:

            WHEREAS, Pledgors are party to a Security Agreement of even date
herewith (the "Security Agreement") in favor of the Collateral Agent pursuant to
which the Pledgors are required to execute and deliver this Trademark Security
Agreement;

            NOW, THEREFORE, in consideration of the premises and to induce the
Collateral Agent, for the benefit of the Secured Parties, to enter into the
Credit Agreement, the Pledgors hereby agree with the Collateral Agent as
follows:

            SECTION 1. Defined Terms. Unless otherwise defined herein, terms
defined in the Security Agreement and used herein have the meaning given to them
in the Security Agreement.

            SECTION 2. Grant of Security Interest in Trademark Collateral. Each
Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the
Secured Parties a lien on and security interest in and to all of its right,
title and interest in, to and under all the following Pledged Collateral of such
Pledgor:

            (a) Trademarks of such Pledgor listed on Schedule I attached hereto;

            (b) all Goodwill associated with such Trademarks; and

            (c) all Proceeds of any and all of the foregoing (other than
Excluded Property).

            SECTION 3. Security Agreement. The security interest granted
pursuant to this Trademark Security Agreement is granted in conjunction with the
security interest granted to the Collateral Agent pursuant to the Security
Agreement and Pledgors hereby acknowledge and affirm that the rights and
remedies of the Collateral Agent with respect to the security interest in the
Trademarks made and granted hereby are more fully set forth in the Security
Agreement, the terms and provisions of which are incorporated by reference
herein as if fully set forth herein. In the event that any provision of this
Trademark Security Agreement is deemed to conflict with the

<PAGE>

Security Agreement, the provisions of the Security Agreement shall control
unless the Collateral Agent shall otherwise determine.

            SECTION 4. Termination. Upon the full performance of the
Obligations, the Collateral Agent shall execute, acknowledge, and deliver to
each Pledgor an instrument in writing in recordable form releasing the
collateral pledge, grant, assignment, lien and security interest in the
Trademarks under this Trademark Security Agreement.

                            [signature page follows]

                                      -2-
<PAGE>

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

                                         Very truly yours,

                                         QUEST CHEROKEE, LLC

                                         By: ___________________________________
                                             Name:
                                             Title:

                                         [ORIGINAL GUARANTORS](3)

                                         By: ___________________________________
                                             Name:
                                             Title:

Accepted and Agreed:

UBS AG, STAMFORD BRANCH,
as Collateral Agent

By: _______________________
    Name:
    Title:

By: _______________________
    Name:
    Title:

------------------
(3)   This document needs only to be executed by any Guarantor which owns a
      pledged Trademark.

                                      -3-
<PAGE>

                                   SCHEDULE I
                                       TO
                          TRADEMARK SECURITY AGREEMENT
               TRADEMARK REGISTRATIONS AND TRADEMARK APPLICATIONS

TRADEMARK REGISTRATIONS:

<TABLE>
<CAPTION>
                              REGISTRATION
OWNER                            NUMBER                  TRADEMARK
------------------------------------------------------------------
<S>                           <C>                        <C>
</TABLE>

TRADEMARK APPLICATIONS:

<TABLE>
<CAPTION>
                              APPLICATION
OWNER                           NUMBER                   TRADEMARK
------------------------------------------------------------------
<S>                           <C>                        <C>
</TABLE>

                                      -4-
<PAGE>

                                   SCHEDULE II
                                       TO
                          TRADEMARK SECURITY AGREEMENT
                               ORIGINAL GUARANTORS

<TABLE>
<CAPTION>
NAME                             ADDRESS
---------------------------------------------------------------
<S>                              <C>
---------------------------------------------------------------

---------------------------------------------------------------

---------------------------------------------------------------

---------------------------------------------------------------

---------------------------------------------------------------

---------------------------------------------------------------

---------------------------------------------------------------

---------------------------------------------------------------

---------------------------------------------------------------
</TABLE>

                                      -5-
<PAGE>

                                                                       EXHIBIT 9

           FORM OF NOTICE TO BAILEE OF SECURITY INTEREST IN INVENTORY

CERTIFIED MAIL -- RETURN RECEIPT REQUESTED

                                                            [       ], 200[ ]

TO:   [Bailee's Name]
      [Bailee's Address]

                           Re:   [Borrower]

Ladies and Gentlemen:

            In connection with that certain Security Agreement, dated as of July
22, 2004 (the "Security Agreement"), made by QUEST CHEROKEE, LLC, the Guarantors
party thereto and UBS AG, Stamford Branch ("UBS") as Collateral Agent, we have
granted to UBS a security interest in substantially all of our personal
property, including our inventory.

            This letter constitutes notice to you, and your signature below will
constitute your acknowledgment, of UBS's continuing first priority security
interest in all goods with respect to which you are acting as bailee. Until you
are notified in writing to the contrary by UBS, however, you may continue to
accept instructions from us regarding the delivery of goods stored by you.

            Your acknowledgment also constitutes a waiver and release, for UBS's
benefit, of any and all claims, liens, including bailee's liens, and demands of
every kind which you have or may later have against such property (including any
right to include such property in any secured financing to which you may become
party).

            In order to complete our records, kindly have a duplicate of this
letter signed by an officer of your company and return same to us at your
earliest convenience.

Receipt acknowledged, confirmed and             Very truly yours,
approved:

[BAILEE]                                        [APPLICABLE PLEDGOR]

By: ___________________________                 By: _________________________
    Name:                                           Name:
    Title:                                          Title:

cc: UBS AG, Stamford Branch

                                      -6-