<PAGE>
                                                                     EXHIBIT 4.3



                   PLEDGE, SECURITY AND INTERCREDITOR AGREEMENT

         This PLEDGE, SECURITY AND INTERCREDITOR AGREEMENT, dated as of November
30, 2001 (as amended, supplemented, amended and restated or otherwise modified
from time to time, this "AGREEMENT"), is made by and among ROADWAY CORPORATION,
a Delaware corporation (the "BORROWER"), CREDIT SUISSE FIRST BOSTON ("CSFB"), as
collateral agent (together with its successor(s) thereto in such capacity, the
"COLLATERAL AGENT") for each of the Secured Parties (as defined below) and as
administrative agent (together with its successor(s) thereto in such capacity,
the "ADMINISTRATIVE AGENT") under the Credit Agreement (as defined below), and
SUNTRUST BANK, as trustee (together with its successor(s) thereto in such
capacity, the "TRUSTEE") under the Indenture (as defined below).

                              W I T N E S S E T H:

         WHEREAS, pursuant to that certain Credit Agreement, dated as of the
date hereof (the "CREDIT AGREEMENT"), among the Borrower, the financial
institutions from time to time parties thereto (the "LENDERS"), and the
Administrative Agent, the Lenders and the Issuer have extended Commitments to
make Credit Extensions to the Borrower;

         WHEREAS, pursuant to that certain Indenture, dated as of the date
hereof (as amended, supplemented, amended and restated or otherwise modified
from time to time, the "INDENTURE"), among the Borrower, the Subsidiary
Guarantors (as defined therein) and the Trustee, as trustee for the holders (the
"HOLDERS") of the Senior Notes (as hereinafter defined), the Borrower will issue
its 8.25% Senior Notes due 2008 (as amended, supplemented, amended and restated
or otherwise modified from time to time, including all notes issued in exchange
or substitution therefor upon the registration of such notes pursuant to the
Securities Act of 1933, as amended, or otherwise, the "SENIOR NOTES") in the
aggregate principal amount of $225,000,000; and

         WHEREAS, the execution and delivery of this Agreement by the parties
hereto is a condition precedent to the making of the Credit Extensions under the
Credit Agreement and the purchase of the Senior Notes by the initial Holder(s)
thereof; and

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and in order to induce (a) the
Lenders and the Issuer to enter into the Credit Agreement and make Credit
Extensions to the Borrower pursuant thereto, (b) the Holders to purchase the
Senior Notes and (c) the Secured Hedging Counterparties to enter into Rate
Protection Agreements, the parties hereto agree as follows:

<PAGE>

                                    ARTICLE I

                                   DEFINITIONS

         SECTION 1.1. CERTAIN TERMS. The following terms (whether or not
underscored) when used in this Agreement, including its preamble and recitals,
shall have the following meanings (such definitions to be equally applicable to
the singular and plural forms thereof):

         "ADMINISTRATIVE AGENT" is defined in the preamble.

         "AFFILIATE" of any Person means any other Person which, directly or
indirectly, controls, is controlled by or is under common control with such
Person. "Control" of a Person means the power, directly or indirectly,

                  (a) to vote 10% or more of the Capital Stock (on a fully
         diluted basis) of such Person having ordinary voting power for the
         election of directors, managing members or general partners (as
         applicable); or

                  (b) to direct or cause the direction of the management and
         policies of such Person (whether by contract or otherwise).

         "AGREEMENT" is defined in the preamble.

         "BORROWER" is defined in the preamble.

         "CAPITAL STOCK" means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated, whether
voting or non-voting) of such Person's capital, whether now outstanding or
issued after the date hereof.

         "CERCLA" means the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended.

         "COLLATERAL" is defined in SECTION 2.1.

         "COLLATERAL AGENT" is defined in the preamble.

         "COLLATERAL AGENT'S ENVIRONMENTAL LIABILITY" means any and all losses,
liabilities, obligations, penalties, claims, litigation, demands, defenses,
costs, judgments, suits, proceedings, damages (including consequential damages),
disbursements or expenses of any kind or nature whatsoever (including reasonable
attorneys' fees at trial and appellate levels and experts' fees and
disbursements and expenses incurred in investigating, defending against or
prosecuting any litigation, claim or proceeding) which may at any time be
imposed upon, incurred by or asserted or awarded against the Collateral Agent or
any of its Affiliates, shareholders, directors, officers, employees, and agents
in connection with or arising from:

                  (a) any Hazardous Material on, in, under or affecting all or
          any portion of any property of the Borrower or any of its
          Subsidiaries, the groundwater thereunder, or any

                                        2


<PAGE>


         surrounding areas thereof to the extent caused by Releases from the
         Borrower's or any of its Subsidiaries' or any of their respective
         predecessors' properties;

                  (b) any investigation, claim, litigation, or proceeding
         related to personal injury arising from exposure or alleged exposure to
         Hazardous Materials handled by the Borrower or any of its Subsidiaries;

                  (c) any misrepresentation, inaccuracy or breach of any
         warranty, contained or referred to in Section 6.12 of the Credit
         Agreement or Section 2(l) of the Purchase Agreement, dated as of
         November __, 2001, among the Borrower, certain Subsidiaries thereof as
         guarantors and the initial purchasers of the Notes;

                  (d) any violation or claim of violation by the Borrower or any
         of its Subsidiaries of any Environmental Laws; or

                  (e) the imposition of any lien for damages caused by or the
         recovery of any costs for the cleanup, Release or threatened Release of
         Hazardous Material by the Borrower or any of its Subsidiaries, or in
         connection with any property owned or formerly owned by the Borrower or
         any of its Subsidiaries.

         "COLLATERAL DOCUMENTS" means this Agreement and the Foreign Pledge
Agreements, if any.

         "COMMITMENTS" means the commitments of the Issuer and the Lenders to
make Credit Extensions and participate, in the case of the Lenders, in the
Credit Extensions consisting of Letters of Credit.

         "CREDIT AGREEMENT" is defined in the FIRST RECITAL, as the same may be
amended, restated, supplemented, renewed, replaced or otherwise modified from
time to time whether or not with the same agent or lenders and irrespective of
any changes in the terms and conditions thereof. Without limiting the generality
of the foregoing, the term "Credit Agreement" shall include any amendment,
amendment and restatement, renewal, extension, restructuring, supplement or
modification to the Credit Agreement and all refundings, refinancing and
replacements thereof, including any agreement or agreements, (i) extending the
maturity of any Indebtedness incurred thereunder or contemplated thereby (ii)
adding or deleting borrowers or guarantors thereunder, (iii) increasing the
amount of Indebtedness incurred thereunder or available to be borrowed
thereunder and/or (iv) increasing the amount of letters of credit issued
thereunder or that may be issued thereunder.

         "CREDIT DOCUMENTS" means, collectively, the Credit Agreement and the
other Loan Documents.

         "CREDIT EXTENSIONS" means, collectively, the loans made by the Lenders
to the Borrower and the Letters of Credit issued by the Issuer for the account
of the Borrower and its Subsidiaries (and participated in by the Lenders), in
each case, under the Credit Agreement.

         "CSFB" is defined in the preamble.

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<PAGE>



         "DEFAULT" means a Default as defined in the Credit Agreement or the
Indenture, as the case may be.

         "DISTRIBUTIONS" means all non-cash dividends paid on Capital Stock
constituting Collateral, liquidating dividends paid on such Capital Stock,
shares of such Capital Stock resulting from (or in connection with the exercise
of) stock splits, reclassifications, warrants, options, non-cash dividends,
mergers, consolidations, and all other distributions (whether similar or
dissimilar to the foregoing) on or with respect to any such Capital Stock, but
excluding Dividends.

         "DIVIDENDS" means cash dividends and cash distributions with respect to
any Capital Stock constituting Collateral that are not a liquidating dividend.

         "DOLLAR" and the sign "$" mean lawful money of the United States.

         "ENFORCEMENT" means the taking by any Secured Party of any action to
repossess any of the Collateral or to commence judicial or nonjudicial
enforcement of any of its rights and remedies with respect to the Collateral.

         "ENVIRONMENTAL LAWS" means all applicable foreign, federal, state or
local statutes, laws, ordinances, codes, rules, regulations, consent decrees and
administrative orders relating to public health and safety and protection of the
environment, including the Clean Air Act, as amended, the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended, the
Superfund Amendments and Reauthorization Act of 1986, as amended, the Resource
Conservation and Recovery Act of 1976, as amended, the Toxic Substances Control
Act of 1976, as amended, the Federal Water Pollution Control Act Amendments of
1972, the Clean Water Act of 1977, as amended, the Hazardous Materials
Transportation Act, as amended, any so-called "Superfund" and "Superlien" law
(including those already referenced in this definition), and any other law
having a similar subject matter.

         "EVENT OF DEFAULT" means an Event of Default as defined in the Credit
Agreement or the Indenture, as the case may be.

         "FOREIGN PLEDGE AGREEMENT" means any supplemental pledge agreement
governed by the laws of a jurisdiction other than the United States or a State
thereof executed and delivered by the Borrower or any of its direct Subsidiaries
pursuant to the terms of this Agreement, in form and substance reasonably
satisfactory to the Collateral Agent, as may be necessary or desirable under the
laws of organization or incorporation of a direct Subsidiary of the Borrower to
further protect or perfect the Lien on and security interest in any Collateral.

         "GOVERNMENTAL AUTHORITY" means the government of the United States, any
other nation or any political subdivision thereof, whether state or local, and
any agency, authority, instrumentality, regulatory body, court, central bank or
other entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.


                                        4


<PAGE>

         "HAZARDOUS MATERIAL" means

                  (a) any "hazardous substance", as defined by CERCLA;

                  (b) any "hazardous waste", as defined by the Resource
         Conservation and Recovery Act, as amended;

                  (c) any solid waste that is generated in the diagnosis,
         treatment (e.g., provision of medical services) or immunization of
         human beings or animals, in research pertaining thereto, or in the
         production or testing of biologicals; or

                  (d) any pollutant or contaminant or hazardous, dangerous or
         toxic chemical, material or substance (including any petroleum product)
         within the meaning of any other applicable foreign, federal, state or
         local law, regulation, ordinance or requirement (including consent
         decrees and administrative orders) relating to or imposing liability or
         standards of conduct concerning any hazardous, toxic or dangerous
         waste, substance or material, all as amended.

         "HOLDERS" is defined in the SECOND RECITAL.

         "INCLUDING" and "INCLUDE" means including without limiting the
generality of any description preceding such term, and, for purposes of this
Agreement, the parties hereto agree that the rule of ejusdem generis shall not
be applicable to limit a general statement, which is followed by or referable to
an enumeration of specific matters, to matters similar to the matters
specifically mentioned.

         "INDENTURE" is defined in the SECOND RECITAL.

         "ISSUER" means the issuer of the Letters of Credit under the Credit
Agreement.

         "LENDERS" is defined in the FIRST RECITAL.

         "LETTERS OF CREDIT" means the letters of credit issued under the Credit
Agreement.

         "LIEN" means any security interest, mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or otherwise),
charge against or interest in property, or other priority or preferential
arrangement of any kind or nature whatsoever, to secure payment of a debt or
performance of an obligation.

         "LIQUIDATION PROCEEDS" means the net proceeds received or receivable in
respect of any sale, exchange, transfer, liquidation, collection or other
disposition of Collateral which is not permitted under SECTION 7.2.10 of the
Credit Agreement.

         "LOANS" means the loans made under the Credit Agreement.


                                        5





<PAGE>



         "PERMITTED LIENS" means

                  (a) judgment Liens in existence for less than 45 days after
         the entry thereof or with respect to which execution has been stayed or
         the payment of which is covered in full (subject to a customary
         deductible) by insurance maintained with responsible insurance
         companies and which do not otherwise result in an Event of Default
         under the Credit Agreement or the Indenture and

                  (b) Liens for taxes, assessments or other governmental charges
         or levies not at the time delinquent or thereafter payable without
         penalty or being diligently contested in good faith by appropriate
         proceedings and for which adequate reserves in accordance with
         generally accepted accounting principles shall have been set aside on
         its books.

         "PERSON" means any natural person, corporation, limited liability
company, partnership, joint venture, association, trust or unincorporated
organization, Governmental Authority or any other legal entity, whether acting
in an individual, fiduciary or other capacity.

         "RATABLE" or "RATABLY" means, with respect to any Secured Party at any
date of determination thereof, the percentage derived by dividing (i) the total,
without duplication, of all outstanding Secured Obligations (whether by virtue
of acceleration or otherwise) under or in respect of the Secured Documents held
or administered by such Secured Party by (ii) the aggregate amount of all
outstanding Secured Obligations.

         "RATE PROTECTION AGREEMENT" means any interest rate swap, cap, collar
or similar agreement entered into by the Borrower or any of its Subsidiaries
under which the counterparty of such agreement is (or at the time such agreement
was entered into, was) a Lender or an Affiliate of a Lender (each, a "SECURED
HEDGING COUNTERPARTY").

         "RELEASE" means a "release" as such term is defined in CERCLA.

         "REQUIRED SECURED PARTIES" means, as of any date of determination,

                  (a) if any Credit Extension or Commitment is outstanding on
         such date, "Required Lenders", as such term is defined in and
         determined under the Credit Agreement; PROVIDED that if any amendment,
         waiver, supplement or other modification or request or direction to be
         determined by the Required Lenders would otherwise require the
         unanimous consent of all Lenders under Section 10.1 of the Credit
         Agreement, then "Required Lenders" shall be deemed to mean all
         Lenders); PROVIDED FURTHER that if any amendment, waiver, supplement or
         other modification hereto or to any other Collateral Document that is
         to be consented to, or any request or direction (including any
         direction in respect of any Enforcement) that is to be given to the
         Collateral Agent, by the "Required Secured Parties" would have an
         adverse and disproportionate effect on the Holders, such amendment,
         waiver, supplement or other modification or request or direction, as
         the case may be, shall also require the consent of the Holders holding
         a majority of the outstanding principal amount of the Senior Notes;
         PROVIDED FURTHER that


                                        6





<PAGE>



         the release of any Collateral shall not in and of itself be deemed to
         result in an adverse and disproportionate effect on the Holders; and

                  (b) if no Credit Extensions and no Commitments are outstanding
         on such date, the Holders holding a majority of the outstanding
         principal amount of the Senior Notes.

         "SECURED DOCUMENTS" means, collectively, the Credit Documents, the
Senior Note Documents, the Rate Protection Agreements and the Collateral
Documents.

         "SECURED HEDGING COUNTERPARTY" is defined in the definition of the term
"Rate Protection Agreement".

         "SECURED OBLIGATIONS" is defined in SECTION 2.2.

         "SECURED PARTIES" means, collectively, the Collateral Agent, the
Administrative Agent (acting for its own benefit and the benefit of the Lenders
and the Issuer), the Lenders, the Issuer, the Trustee (acting for its own
benefit and the benefit of the Holders), the Holders, the Secured Hedging
Counterparties and, in each case, each of their respective successors,
transferees and assigns.

         "SENIOR NOTES" is defined in the SECOND RECITAl.

         "SENIOR NOTE DOCUMENTS" means, collectively, the Senior Notes and the
Indenture.

         "SPECIFIED EVENT" means the occurrence and continuance of (a) a Default
under (i) Section 8.1.9 of the Credit Agreement or (ii) Section 6.01(6) or
6.01(7) of the Indenture or (b) any Event of Default.

         "SUBSIDIARY" means, with respect to any Person, any corporation,
limited liability company, partnership or other entity ("OTHER PERSON") of which
more than 50% of the outstanding Voting Stock of such Other Person (irrespective
of whether at the time Capital Stock of any other class or classes of such Other
Person shall or might have voting power upon the occurrence of any contingency)
is at the time directly or indirectly owned or controlled by such Person, by
such Person and one or more other Subsidiaries of such Person, or by one or more
other Subsidiaries of such Person. Unless the context otherwise specifically
requires, the term "Subsidiary" shall be a reference to a Subsidiary of the
Borrower.

         "TERMINATION DATE" means the date on which all Secured Obligations
arising under or relating to the Credit Documents have been paid in full in
cash, all Letters of Credit have been terminated, expired or cash
collateralized, all Rate Protection Agreements have been terminated and all
Commitments shall have terminated.

         "TRUSTEE" is defined in the preamble.

         "UCC" means the Uniform Commercial Code as in effect from time to time
in the State of New York; PROVIDED, that if, with respect to any financing or
continuation statement or by reason of any provisions of law, the perfection or
the effect of perfection or non-perfection of the



                                       7

<PAGE>



security interests granted to the Collateral Agent pursuant to the applicable
Collateral Document is governed by the Uniform Commercial Code as in effect in a
jurisdiction of the United States other than New York, UCC means the Uniform
Commercial Code as in effect from time to time in such other jurisdiction for
purposes of the provisions of each Collateral Document and any financing or
continuation statement relating to such perfection or effect of perfection or
non-perfection.

         "UNITED STATES" or "U.S." means the United States- of America, its
fifty states and the District
of Columbia.

         "VOTING STOCK" means, with respect to any Person, Capital Stock of any
class or kind ordinarily having the power to vote for the election of directors,
managers or other voting members of the governing body of such Person.

         SECTION 1.2. OTHER DEFINITIONS. Capitalized terms used but not defined
herein and defined in the Credit Agreement are used as defined in the Credit
Agreement. Capitalized terms used herein but not defined herein and not defined
in the Credit Agreement and defined in the UCC (including Certificated Security,
General Intangible, Investment Property, Proceeds and Uncertificated Security)
are used as defined in the UCC.

                                   ARTICLE II

                                SECURITY INTEREST

         SECTION 2.1. GRANT OF SECURITY INTEREST. The Borrower hereby assigns,
pledges, hypothecates, charges, mortgages, delivers, and transfers to the
Collateral Agent, for its benefit and the ratable benefit of each other Secured
Party, and hereby grants to the Collateral Agent, for its benefit and the
ratable benefit of each other Secured Party, a continuing security interest in
all of the following property, whether tangible or intangible, whether now or
hereafter existing, owned or acquired by the Borrower, and wherever located (the
"COLLATERAL"):

                  (a) (i) all Investment Property consisting of, or related to,
         Securities constituting Capital Stock of each direct Subsidiary of
         Borrower (including the Capital Stock of each such Subsidiary described
         in ITEMS A, B(1) and C(1) of SCHEDULE I hereto (as such Schedule may be
         further supplemented by the Borrower and accepted by the Collateral
         Agent)) and (ii) all General Intangibles consisting of, or related to,
         Capital Stock of each direct Subsidiary of the Borrower that is a
         limited liability company or partnership whose Capital Stock does not
         comprise a Security (including the Capital Stock of each such
         Subsidiary described in ITEMS B(2) and C(2) of Schedule I hereto (as
         such Schedule may be further supplemented by the Borrower and accepted
         by the Collateral Agent));

                  (b) all other Capital Stock issued from time to time by any
         direct Subsidiary of the Borrower whether constituting Securities or
         General Intangibles;



                                        8

<PAGE>


                  (c) all Dividends, Distributions, interest, and other payments
         and rights with respect to any of the Collateral described in CLAUSES
         (a) and (b) above; and

                  (d) all Proceeds, products, offspring, rents, issues, profits,
         returns and income of and from any and all of the foregoing Collateral
         (including Proceeds which constitute property of the types described in
         CLAUSES (a) through (c)).

Notwithstanding the foregoing, "Collateral" shall not include (a) more than 65%
of the shares of the Capital Stock of any direct Foreign Subsidiary of the
Borrower if such Foreign Subsidiary is not required to guarantee the Obligations
of the Borrower under the Credit Agreement or any other Loan Document or (b) any
Capital Stock of any direct Subsidiary of the Borrower that is a Non-Material
Subsidiary.

         SECTION 2.2. SECURITY FOR SECURED OBLIGATIONS. This Agreement and the
Collateral in which the Collateral Agent for the benefit of the Secured Parties
is granted a security interest hereunder by the Borrower secure the payment of
all obligations of the Borrower now or hereafter existing under the Secured
Documents, including all outstanding Loans, Senior Notes, Letters of Credit (and
unreimbursed reimbursement obligations arising in connection with draws
thereon), interest (including interest accruing after the occurrence of any
Default set forth in Section 8.1.9 of the Credit Agreement or Section 6.01(6) or
6.01(7) of the Indenture, whether or not a claim for post- filing or
post-petition interest is allowed or allowable under applicable law following
the institution of a proceeding under bankruptcy, insolvency or similar laws),
fees, reimbursement and indemnification obligations and all other amounts
outstanding under any Secured Document (including all such amounts which would
become due but for the operation of the automatic stay under Section 362(a) of
the United States Bankruptcy Code, 11 U.S.C. paragraph Section 362(a), and the
operation of Sections 502(b) and 506(b) of the United States Bankruptcy Code, 11
U.S.C. paragraph Sections 502(b) and 506(b)) (collectively, the "SECURED
OBLIGATIONS").

         SECTION 2.3. BORROWER REMAINS LIABLE. Anything herein to the contrary
notwithstanding:

                  (a) the Borrower shall remain liable under all limited
         liability company agreements and partnership agreements of each of its
         direct Subsidiaries that are limited liability companies and
         partnerships whose Capital Stock are included in the Collateral to the
         extent set forth therein, and will perform all of its duties and
         obligations under such limited liability company agreements and
         partnership agreements to the same extent as if this Agreement had not
         been executed;

                  (b) the exercise by the Collateral Agent of any of its rights
         hereunder will not release the Borrower from any of its duties or
         obligations under any such limited liability company agreements and
         partnership agreements; and

                  (c) no Secured Party will have any obligation or liability
         under any contracts or agreements included in the Collateral by reason
         of this Agreement, nor will any Secured Party be obligated to perform
         any of the obligations or duties of the Borrower


                                       9

<PAGE>

         thereunder or to take any action to collect or enforce any claim for
         payment assigned hereunder.

         SECTION 2.4. DIVIDENDS ON COLLATERAL CONSISTING OF CAPITAL STOCK. In
the event that any Dividend with respect to any Capital Stock pledged hereunder
is permitted to be paid, such Dividend or payment may be paid directly to the
Borrower unless a Specified Event has occurred and is then continuing, in which
case, payment shall be made to the Collateral Agent (provided that if payment is
made to the Borrower when a Specified Event has occurred and is then continuing,
then the Borrower shall hold the same segregated and in trust for the benefit of
the Collateral Agent until paid to the Collateral Agent in accordance with
Section 4.1.4 hereto).

                                   ARTICLE III

                             REPRESENTATIONS AND WARRANTIES

         In order to induce (a) the Lenders and the Issuer to enter into the
Credit Agreement and make Credit Extensions to the Borrower pursuant thereto,
(b) the Holders to purchase the Senior Notes and (c) the Secured Hedging
Counterparties to enter into Rate Protection Agreements, the Borrower represents
and warrants to each Secured Party as set forth below.

         SECTION 3.1. AS TO CAPITAL STOCK OF THE SUBSIDIARIES. With respect to
any direct Subsidiary of the Borrower (other than any such Subsidiary that is a
Non-Material Subsidiary) that is

                  (a) a corporation, business trust, joint stock company or
         similar Person, all Capital Stock issued by such Subsidiary are
         represented by Certificated Securities; and

                  (b) a limited liability company or partnership, all Capital
         Stock issued by such Subsidiary are either (i) Certificated Securities
         that are issued pursuant to a provision contained in the limited
         liability company agreement that expressly provides that such Capital
         Stock are "certificated securities" governed by Article 8 of the UCC or
         (ii) General Intangibles.

The percentage of the issued and outstanding Capital Stock of each direct
Subsidiary pledged by the Borrower hereunder as of the date of this Agreement is
as set forth on SCHEDULE I hereto.

         SECTION 3.2. LOCATION OF COLLATERAL, ETC. The Borrower does not have
any trade names other than those set forth in Item A of SCHEDULE II hereto.
During the four months preceding the date hereof, the Borrower has not been (a)
known by any legal name different from the one set forth on the signature page
hereto, (b) incorporated (or formed) under the laws of any State other than the
State of Delaware or (c) the subject of any merger or other corporate
reorganization, except as set forth in Item B of SCHEDULE II hereto. The
Borrower's federal taxpayer identification numbers is (and, during the four
months preceding the date hereof, the Borrower has not had a federal taxpayer
identification number different from the number) set forth in ITEM C of SCHEDULE
II hereto.


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<PAGE>



         SECTION 3.3. OWNERSHIP, NO LIENS, ETC. The Borrower owns its
Collateral free and clear of any Lien, except for Liens created by this
Agreement and Permitted Liens. No effective financing statement or other filing
similar in effect covering any Collateral is on file in any recording office,
except those filed in favor of the Collateral Agent relating to this Agreement.

         SECTION 3.4. AS TO CAPITAL STOCK. In the case of any Collateral
consisting of Capital Stock, all of such Capital Stock is duly authorized and
validly issued, fully paid, and non-assessable, and constitute all of the issued
and outstanding shares of Capital Stock of the issuer thereof (or, in the case
of where such issuer is a Foreign Subsidiary, less than all of such shares, to
the extent permitted by the last sentence of SECTION 2.1). None of the
Collateral is subject to any option to purchase or similar right of any Person.
The Borrower is not and will not become a party to or otherwise be bound by any
agreement that restricts in any manner the rights of any present or future
holder of any Collateral with respect thereto. The Borrower has no direct
Subsidiaries that are not Non-Material Subsidiaries other than the Subsidiaries
whose Capital Stock is pledged hereunder, except as set forth in Item D of
SCHEDULE I hereto.

         SECTION 3.5. ORGANIZATION, ETC. The Borrower is validly organized and
existing and in good standing under the laws of the state or jurisdiction of its
incorporation or organization, is duly qualified to do business and is in good
standing as a foreign entity in each jurisdiction where the nature of its
business requires such qualification, and has full power and authority and holds
all requisite governmental licenses, permits and other approvals to enter into
and perform its obligations under this Agreement and to own and hold under lease
its property and to conduct its business substantially as currently conducted by
it.

         SECTION 3.6. DUE AUTHORIZATION, NON-CONTRAVENTION, ETC. The execution,
delivery and performance by the Borrower of this Agreement, its participation in
the consummation of all aspects of the Transaction, and the execution, delivery
and performance by it of the agreements executed and delivered by it in
connection with the Transaction are in each case within its powers, have been
duly authorized by all necessary action, and do not

                  (a) contravene any (i) Organic Document of the Borrower, (ii)
         contractual restriction binding on or affecting the Borrower, (iii)
         court decree or order binding on or affecting the Borrower or (iv) law
         or governmental regulation binding on or affecting the Borrower; or

                  (b) result in, or require the creation or imposition of, any
         Lien on the Borrower's properties (except as permitted by this
         Agreement).

         SECTION 3.7. GOVERNMENT APPROVAL, REGULATION, ETC. No authorization or
approval or other action by, and no notice to or filing with, any Governmental
Authority or other Person (other than those that have been, or on the date of
this Agreement will be, duly obtained or made and which are, or on the date of
this Agreement will be, in full force and effect) is required for:

                  (a) the grant by the Borrower of the security interest granted
         hereby, the pledge by the Borrower of any Collateral pursuant hereto or
         for the execution, delivery and performance of this Agreement by the
         Borrower;

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<PAGE>



                  (b) the perfection of or the exercise by the Collateral Agent
         of its rights and remedies hereunder;

                  (c) the exercise by the Collateral Agent of the voting or
         other rights provided for in this Agreement, or, except (i) with
         respect to any Capital Stock issued by a direct Subsidiary of the
         Borrower, as may be required in connection with a disposition of such
         Capital Stock by laws affecting the offering and sale of Capital Stock
         generally, the remedies in respect of the Collateral pursuant to this
         Agreement and (ii) any "change of control" or similar filings required
         by state licensing agencies; or

                  (d) the due execution, delivery or performance by the Borrower
         of this Agreement.

The Borrower is not an "investment company" within the meaning of the Investment
Company Act of 1940, as amended, or a "holding company", or a "subsidiary
company" of a "holding company", or an "affiliate" of a "holding company" or of
a "subsidiary company" of a "holding company", within the meaning of the Public
Utility Holding Company Act of 1935, as amended.

         SECTION 3.8. VALIDITY, ETC.

         (a) This Agreement constitutes the legal, valid and binding obligations
of the Borrower, enforceable against it in accordance with its terms (except, in
any case, as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization or similar laws affecting creditors' rights generally
and by principles of equity).

         (b) This Agreement and the pledge of the Collateral pursuant to this
Agreement, (i) in the case of Collateral consisting of Certificated Securities,
together with the delivery of such Collateral to the Collateral Agent (together
with undated and duly executed stock powers or other instruments of transfer),
creates a valid and perfected and first-priority security interests in such
Collateral securing payment of the Secured Obligations and (ii) in the case of
Collateral other than Collateral consisting of Certificated Securities pledged
hereunder, together with the filing of the financing statements provided by the
Borrower to the Collateral Agent in the offices described on such financing
statements, creates a valid and perfected and (subject to any Permitted Liens)
first-priority security interests in such Collateral securing payment of the
Secured Obligations.

                                   ARTICLE IV

                                    COVENANTS

         The Borrower covenants and agrees that, until the Termination Date, the
Borrower will perform, comply with and be bound by the obligations set forth
below.

         SECTION 4.1. CAPITAL STOCK OF DIRECT SUBSIDIARIES.

         SECTION 4.1.1. GENERALLY. The Borrower shall not allow any of its
direct Subsidiaries that is:

                                       12


<PAGE>



                  (a) a corporation, business trust, joint stock company or
         similar Person, to issue any Uncertificated Securities; and

                  (b) a partnership or limited liability company, to (i) issue
         Capital Stock that is to be dealt in or traded on securities exchanges
         or in securities markets, (ii) issue Capital Stock that is certificated
         other than Certificated Securities pursuant to a provision contained in
         the partnership agreement or limited liability company agreement that
         expressly provides that the Capital Stock of such partnership or
         limited liability company, as the case may be, shall be evidenced by
         Certificate Securities governed by Article 8 of the UCC, or (iii) place
         such Subsidiary's Capital Stock in a securities account.

         SECTION 4.1.2. STOCK POWERS, ETC. The Borrower agrees that all
Collateral consisting of Capital Stock that are Certificated Securities
delivered by the Borrower pursuant to this Agreement will be accompanied by duly
executed undated blank stock powers, or other equivalent instruments of transfer
acceptable to the Collateral Agent. The Borrower will, from time to time upon
the request of the Collateral Agent, promptly deliver to the Collateral Agent
such stock powers, instruments, and similar documents, satisfactory in form and
substance to the Collateral Agent, with respect to such Certificated Securities
as the Collateral Agent may reasonably request and will, from time to time upon
the request of the Collateral Agent after the occurrence of any Event of
Default, promptly transfer any Collateral consisting of Capital Stock into the
name of any nominee designated by the Collateral Agent.

         SECTION 4.1.3. CONTINUOUS PLEDGE. The Borrower will deliver to the
Collateral Agent and at all times keep pledged to the Collateral Agent pursuant
hereto, on a first-priority, perfected basis all Collateral consisting of
Capital Stock and following the occurrence and during the continuance of a
Specified Event, all Dividends and Distributions with respect thereto, and all
Proceeds and rights from time to time received by or distributable to the
Borrower in respect of any of the foregoing Collateral.

         SECTION 4.1.4. VOTING RIGHTS; DIVIDENDS, ETC. The Borrower agrees:

                  (a) promptly upon receipt of notice from the Collateral Agent
         of the occurrence and continuance of a Specified Event and without any
         request therefor by the Collateral Agent, so long as such Specified
         Event shall continue, to deliver (properly endorsed where required
         hereby or requested by the Collateral Agent) to the Collateral Agent
         all Dividends and Distributions with respect to Collateral consisting
         of Capital Stock, and all Proceeds of the Collateral, in each case
         thereafter received by the Borrower, all of which shall be held by the
         Collateral Agent as additional Collateral; and

                  (b) with respect to Collateral consisting of general partner
         interests or limited liability company interests, modifications to the
         respective partnership agreements or limited liability company
         agreements to admit the Collateral Agent as a general partner or
         member, respectively, immediately upon the occurrence and continuance
         of a Specified Event and so long as the Collateral Agent has notified
         the Borrower of the Collateral Agent's intention to exercise its voting
         power under this clause,


                                       13
<PAGE>

                           (i) that the Collateral Agent may exercise (to the
                  exclusion of the Borrower) the voting power and all other
                  incidental rights of ownership with respect to any Collateral
                  consisting of Capital Stock and the Borrower hereby grants the
                  Collateral Agent an irrevocable proxy, exercisable under such
                  circumstances, to vote such Capital Stock; and

                           (ii) to promptly deliver to the Collateral Agent such
                  additional proxies and other documents as may be necessary to
                  allow the Collateral Agent to exercise such voting power.

All Dividends, Distributions, interest, principal, cash payments, payment
intangibles and Proceeds which may at any time and from time to time be held by
the Borrower but which the Borrower is then obligated to deliver to the
Collateral Agent, shall, until delivery to the Collateral Agent, be held by the
Borrower separate and apart from its other property in trust for the Collateral
Agent. The Collateral Agent agrees that unless a Specified Event shall have
occurred and be continuing and the Collateral Agent shall have given the notice
referred to in clause (b), the Borrower will have the exclusive voting power
with respect to any Investment Property constituting Collateral and the
Collateral Agent will, upon the written request of the Borrower, promptly
deliver such proxies and other documents, if any, as shall be reasonably
requested by the Borrower which are necessary to allow the Borrower to exercise
that voting power; provided that no vote shall be cast, or consent, waiver, or
ratification given, or action taken by the Borrower that would impair any such
Collateral or be inconsistent with or violate any provision of any Secured
Document.

         SECTION 4.2. NOTICE OF FUNDAMENTAL CHANGES. The Borrower shall not
change its state of incorporation or formation or its name, identity or
organizational structure such that any financing statement filed to perfect the
Collateral Agent's interests under this Agreement would become seriously
misleading, unless the Borrower shall have given the Collateral Agent not less
than 10 days' prior notice of such change (provided that this Section shall not
be deemed to authorize any change or transaction prohibited under any Secured
Document).

         SECTION 4.3. FURTHER ASSURANCES, ETC. The Borrower agrees that, from
time to time at its own expense, it will promptly execute and deliver all
further instruments and documents, and take all further action, that may be
necessary or that the Collateral Agent may reasonably request, in order to
perfect, preserve and protect any security interest granted or purported to be
granted hereby or to enable the Collateral Agent to exercise and enforce its
rights and remedies hereunder with respect to any Collateral. Without limiting
the generality of the foregoing, the Borrower will

                  (a) from time to time, upon the request of the Collateral
         Agent, promptly deliver to the Collateral Agent such stock powers,
         instruments and similar documents, satisfactory in form and substance
         to the Collateral Agent, with respect to such Collateral as the
         Collateral Agent may reasonably request and will, from time to time
         upon the request of the Collateral Agent after the occurrence and
         during the continuance of any Specified Event promptly transfer any
         securities constituting Collateral into the name of any nominee
         designated by the Collateral Agent;

                                       14

<PAGE>

                  (b) execute and file (or cause to be filed) such documents
         (including financing and continuation statements), instruments or
         notices as may be necessary or that the Collateral Agent may reasonably
         request in order to perfect and preserve the security interests and
         other rights granted or purported to be granted to the Collateral Agent
         hereby;

                  (c) deliver to the Collateral Agent and at all times keep
         pledged to the Collateral Agent pursuant hereto, on a first-priority,
         perfected basis, all Collateral consisting of Certificated Securities
         and following the occurrence and during the continuance of a Specified
         Event, all Dividends and Distributions with respect to all Collateral
         consisting of Capital Stock, and all Proceeds and rights from time to
         time received by or distributable to the Borrower in respect of any of
         the Collateral;

                  (d) not take or omit to take any action the taking or the
         omission of which would result in any impairment or alteration of any
         Capital Stock constituting Collateral; and

                  (e) furnish to the Collateral Agent, from time to time at the
         Collateral Agent's request, statements and schedules further
         identifying and describing the Collateral and such other reports in
         connection with the Collateral as the Collateral Agent may reasonably
         request, all in reasonable detail.

With respect to the foregoing and the grant of the security interest hereunder,
the Borrower hereby authorizes the Collateral Agent to file one or more
financing or continuation statements, and amendments thereto, relative to all or
any part of the Collateral without the signature of the Borrower where permitted
by law. The Borrower agrees that a carbon, photographic or other reproduction of
this Agreement or any financing statement covering the Collateral or any part
thereof shall be sufficient as a financing statement where permitted by law.

                                    ARTICLE V

                                PRIORITY OF LIENS

         Notwithstanding the date or manner of, or order of perfection of, or
the date of incurrence of the debt being secured by, the Liens on the Collateral
in favor of any of the Secured Parties, and notwithstanding any provisions of
the UCC, any applicable law or decision, any Secured Document, or whether the
Administrative Agent, the Trustee, any Secured Hedging Counterparty or any other
Secured Party has possession of all or any part of the Collateral, all such
Liens, as between each Secured Party, on the one hand, and each other Secured
Party, on the other hand, shall be treated by the Collateral Agent and each
other party hereto as having equal priority and shall at all times be shared by
all Secured Parties.



                                       15


<PAGE>



                                   ARTICLE VI

                           ENFORCEMENT; LIQUIDATION PROCEEDS

         SECTION 6.1. EXCLUSIVE RIGHT TO COMMENCE ENFORCEMENT. The Collateral
Agent shall have the exclusive right to commence Enforcement against all or any
portion of the Collateral. The Collateral Agent shall act at the sole direction
of the Required Secured Parties against the Collateral. Each Secured Party
acknowledges and agrees that with respect to any Enforcement commenced by the
Collateral Agent in compliance with the provisions hereof, (i) no Secured Party
shall have any right to direct or participate in any aspect of such Enforcement,
except as otherwise specifically provided in this Section 6.1 or as the
Collateral Agent otherwise elects, (ii) the time, place and manner of any such
Enforcement and the price at which any of the Collateral which is the subject of
such Enforcement is liquidated, as well as all other details of such
Enforcement, shall be determined in the discretion of the Collateral Agent
unless otherwise directed in writing by the Required Secured Parties and (iii)
no Secured Party shall have any claim or action against any other Secured Party
with respect to any such Enforcement or with respect to the amount of
Liquidation Proceeds realized as a result of any such Enforcement. Each Secured
Party agrees that it shall not contest or support any other Person in contesting
in any proceeding (including, in any bankruptcy, moratorium, reorganization or
other insolvency proceeding) the legality, validity, binding effect, priority,
enforceability or effectiveness of the Collateral Agent's first priority
perfected lien on any of the Collateral or prevent any action taken by the
Collateral Agent to foreclose on the Collateral or enforce the security
interests and liens of the Secured Parties.

         SECTION 6.2. ALLOCATION OF LIQUIDATION PROCEEDS. Liquidation Proceeds
derived from a disposition of the Collateral shall be paid to the Collateral
Agent and applied by the Collateral Agent to the payment of the Secured
Obligations as follows:

         FIRST:            To the outstanding costs, expenses and fees of the
                           Collateral Agent that are required to be paid to the
                           Collateral Agent hereunder or under any other Secured
                           Document;

         SECOND:           Ratably to the outstanding costs, expenses and fees
                           of the Administrative Agent and the Trustee that are
                           required to be paid, in the case of the
                           Administrative Agent, under the Credit Documents and
                           in the case of the Trustee, the Senior Note
                           Documents;

         THIRD:            Ratably to (a) interest then due and payable to each
                           Lender and each Holder in respect of the outstanding
                           Loans and Senior Notes, respectively, (b) letter of
                           credit fees then due and payable to the Issuer (and
                           each Lender having a participation in each Letter of
                           Credit), (c) fees then due and payable to each Lender
                           in respect of its Commitments under the Credit
                           Agreement and (d) all amounts then due and payable to
                           each Secured Hedging Counterparty (other than net
                           settlement amounts arising solely in connection with
                           an early termination or settlement of each Rate
                           Protection Agreement to which such Secured Hedging
                           Counterparty is a party);

                                       16

<PAGE>



         FOURTH:           Ratably to (a) principal (and related breakage costs)
                           then due and payable to each Lender and each Holder
                           in respect of the outstanding Loans and Senior Notes,
                           respectively, (b) (i) the cash collateralization of
                           Letters of Credit to the extent then required under
                           the Credit Agreement and (ii) outstanding
                           reimbursement obligations arising under all drawn
                           Letters of Credit, in each case, to the Issuer (and
                           each Lender having a participation therein) and (c)
                           net settlement amounts then due and payable to each
                           Secured Hedging Counterparty in respect of each Rate
                           Protection Agreement to which such Secured Hedging
                           Counterparty is a party (but without duplication of
                           any amounts paid thereto under CLAUSE (d) of clause
                           THIRD above);

         FIFTH:            Ratably to the payment of any other amounts then due
                           and payable to the Secured Parties under any Secured
                           Document; and

         SIXTH:            To the Borrower or whomsoever may be lawfully
                           entitled to receive such surplus.


'                                  ARTICLE VII

                         CERTAIN RESTRICTIONS AND AGREEMENTS

         SECTION 7.1.   TURNOVER; ETC.

         (a) Each of the Secured Parties agrees that if such Secured Party
acquires custody, control or possession of any Collateral or Liquidation
Proceeds therefrom, other than pursuant to the terms of this Agreement, then
such Secured Party in custody, control or possession of such Collateral or
receiving such Liquidation Proceeds shall promptly turn over such Collateral
and/or remit such Liquidation Proceeds to the Collateral Agent who shall
maintain custody, control and possession in accordance with the terms hereof
and/or commence an Enforcement against such Collateral in accordance with the
terms of SECTION 6.1 and/or distribute such Liquidation Proceeds in accordance
with the terms of SECTION 6.2. Until such time as the provisions of the
immediately preceding sentence have been complied with, such Secured Party shall
be deemed to hold such Collateral and proceeds in trust for the parties entitled
thereto hereunder. Notwithstanding the foregoing, prior to the occurrence and
continuance of a Specified Event, no Secured Party shall be required to deliver
to or put in the custody, possession or control of the Collateral Agent or to
hold in trust as specified in the preceding sentence any amount of any Secured
Obligations paid or prepaid by the Borrower to it (and not obtained by it
through any Enforcement) in accordance with the terms of the Credit Agreement.

         (b) The Secured Parties agree that the provisions of this Agreement
with respect to allocations and distributions of Liquidation Proceeds to the
Secured Parties shall prevail notwithstanding any event or circumstances,
including in the event that, through the operation of any bankruptcy,
reorganization, insolvency or other laws or otherwise, the Collateral Agent's
security interest in or lien on the Collateral is avoided in whole or in part or
is enforced with respect to some, but not all of the Secured Obligations then
outstanding. In furtherance of the foregoing, the Secured Parties agree that
none of them shall be entitled to benefit from any

                                       17


<PAGE>

avoidance affecting or otherwise relating to any distribution or allocation made
in accordance with SECTION 6.2 or any other provisions of this Agreement,
whether by preference or otherwise, it being understood and agreed that the
benefit of any such avoidance action otherwise allocable to them shall instead
be allocated and turned over to the Person required to return monies or property
to the Borrower in connection with such avoidance action.

         SECTION 7.2. NOTICES OF DEFAULTS AND INFORMATION REGARDING THE SECURED
OBLIGATIONS.

         (a) Each of the Administrative Agent and the Trustee agrees to give the
Collateral Agent copies of any notice of the occurrence or existence of any
Default or Event of Default which the Administrative Agent or the Trustee, as
the case may be, sends to the Borrower, simultaneously with the sending of such
notice to the Borrower, but the failure to do so shall not affect the validity
of such notice or create a cause of action against the party failing to give
such notice or create any claim or right on behalf of any third party. The
delivery of such notice shall not give the Collateral Agent the obligation to
cure such default or constitute notice by the Borrower to the Collateral Agent
of any Default or Event of Default under the Secured Documents.

         (b) At the request of the Collateral Agent, the Administrative Agent,
the Trustee and each Secured Hedging Counterparty, as applicable, shall provide
the Collateral Agent with a certificate of an authorized officer thereof as to
any and all information that the Collateral Agent may request regarding the
Secured Obligations then owing to or held by such Secured Party or the Secured
Parties on whose behalf such Secured Party acts as agent or trustee (including
if requested, the identity of each Secured Party represented by the
Administrative Agent or the Trustee, as the case may be, amounts of such Secured
Obligations as well as the dates that such Secured Obligations were incurred and
are due).

         SECTION 7.3. UCC NOTICES. In the event that any Secured Party shall be
required by the UCC or any other applicable law to give notice to the other of
an intended disposition of all or any portion of the Collateral, such notice
shall be given in accordance with SECTION 9.11 and ten (10) days' notice shall
be deemed to be commercially reasonable. The execution of this Agreement by the
Administrative Agent and the Trustee shall be deemed to be each party's notice
to the other parties hereto of a claim of an interest in the Collateral for the
purposes of Section 9-621 of the UCC.

         SECTION 7.4. EVENT OF INSOLVENCY PROCEEDINGS.

         (a) Notwithstanding anything to the contrary in this Agreement but in
furtherance hereof, upon the commencement of a case under the Bankruptcy Code by
or against the Borrower:

                  (i) this Agreement shall remain in full force and effect and
         enforceable pursuant to its terms in accordance with Section 510(a) of
         the Bankruptcy Code, and all references herein to the Borrower shall be
         deemed to apply to such entity as debtor in possession and to any
         trustee in bankruptcy for the estate of such entity;

                                       18

<PAGE>



                  (ii) although each Secured Party shall retain its right to
         vote its claims and act in any such case under the Bankruptcy Code
         (including the right to vote to accept or reject any plan of
         reorganization or liquidation), such Secured Party agrees not to take
         any action or vote in any way so as to contest (i) the validity or
         enforceability of this Agreement or any other Collateral Document, (ii)
         the validity, priority or enforceability of the Liens granted with
         respect to the Secured Obligations, and (iii) the relative rights and
         duties of such Secured Party and the other Secured Parties granted
         and/or established herein or in any other Collateral Document with
         respect to such Liens; and

                  (iii) so long as all Secured Obligations have not been paid in
         full in cash, without the express written consent of the Collateral
         Agent, no Secured Party shall (i) with respect to any rights under any
         Secured Document, seek in respect of any part of the Collateral or
         Proceeds thereof or any Lien which may exist thereon, any relief from
         or modification of the automatic stay as provided in Section 362 of the
         Bankruptcy Code or seek or accept any form of adequate protection under
         either or both Sections 362 and 363 of the Bankruptcy Code with respect
         thereof (PROVIDED, HOWEVER, that such Secured Party may seek and
         receive adequate protection payments so long as any such payments are
         turned over to the Collateral Agent for use in accordance with the
         terms of this Agreement), (ii) oppose or object to any other Secured
         Party obtaining a Lien or grant of administrative claim in connection
         with a grant of adequate protection, use of cash collateral or
         post-petition financing under Section 362, 363, or 364 of the
         Bankruptcy Code, (iii) oppose or object to the use of cash collateral
         by the Borrower, if approved by the Required Secured Parties, (iv)
         oppose or object to any postpetition financing (including
         debtor-in-possession financing) provided by any of the Secured Parties
         or provided by a third party pursuant to Section 364 on terms
         acceptable to the Required Secured Parties, (v) oppose or object to or
         withhold consent from the disposition of assets by the Borrower under
         Section 363(b) or (f) of the Bankruptcy Code, if approved by the
         Required Secured Parties (provided that the interest, if any, which
         such Secured Party has in the assets shall attach to the Proceeds of
         such disposition), (vi) oppose, object to, or vote against any plan of
         reorganization or disclosure statement the terms of which are
         consistent with the rights of the Secured Parties under this Agreement
         and the other Collateral Documents under which the Liens and the
         priority thereof are granted and established, (vii) make an election
         pursuant to Section 1111(b) of the Bankruptcy Code, (viii) oppose or
         object to the determination of the extent of any Liens held by any of
         the Secured Parties or the value of any claims of Secured Parties under
         Section 506(a) of the Bankruptcy Code, or (ix) oppose or object to the
         payment of interest and expenses to the Secured Parties as provided
         under Section 506(b) and (c) of the Bankruptcy Code.

         (b) The obligations of each Secured Party under this Agreement shall
continue to be effective, or to be reinstated, as the case may be, as to any
payment in respect of any Secured Obligation that is rescinded or must otherwise
be returned by the applicable Secured Party of such Secured Obligation upon the
occurrence or as a result of applicable provisions of the Bankruptcy Code, all
as though such payment had not be made.



                                       19

<PAGE>



                                  ARTICLE VIII

                              THE COLLATERAL AGENT

         SECTION 8.1.   APPOINTMENT, ETC.

         SECTION 8.1.1. ACTIONS. Each Secured Party, by executing and delivering
this Agreement and/or by accepting the benefits of this Agreement and the other
Collateral Documents, hereby (i) consents to the appointment of the Collateral
Agent as agent hereunder and grants to the Collateral Agent all rights and
powers necessary for the Collateral Agent to perform its obligations hereunder,
(ii) confirms that the Collateral Agent shall have the authority, subject to the
terms of this Agreement, to act as the exclusive agent and attorney- in- fact of
such Secured Party to enforce any remedies under or with respect to any
Collateral Document, to give or withhold any consent or approval relating to any
Collateral or the Collateral Documents or any obligations with respect thereto,
and otherwise to take any action on behalf of the Secured Parties contemplated
in the Collateral Documents (including exercising remedies) and (iii) agrees
that, except as provided in this Agreement, such Secured Party shall not take
any action to enforce any of such remedies or give any such consents or
approvals relating to any Collateral or the Collateral Documents. Each Secured
Party authorizes the Collateral Agent to act on behalf of such Secured Party
under this Agreement and each other Collateral Document and, in the absence of
other written instructions from the Required Secured Parties received from time
to time by the Collateral Agent (with respect to which the Collateral Agent
agrees that it will comply, except as otherwise provided in this Section or as
otherwise advised by counsel in order to avoid contravention of applicable law),
to exercise such powers hereunder and thereunder as are specifically delegated
to or required of the Collateral Agent by the terms hereof and thereof, together
with such powers as may be reasonably incidental thereto. Each Secured Party
hereby indemnifies (which indemnity shall survive any termination of this
Agreement) the Collateral Agent, pro rata according to such Secured Party's
Ratable portion of the Secured Obligations, from and against any and all
liabilities, obligations, losses, damages, claims, costs or expenses of any kind
or nature whatsoever which may at any time be imposed on, incurred by, or
asserted against, the Collateral Agent in any way relating to or arising out of
this Agreement or any other Collateral Document, including reasonable attorneys'
fees, and as to which the Collateral Agent is not reimbursed by the Borrower;
PROVIDED, HOWEVER, that no Secured Party shall be liable for the payment of any
portion of such liabilities, obligations, losses, damages, claims, costs or
expenses which are determined by a court of competent jurisdiction in a final
proceeding to have resulted from the Collateral Agent's gross negligence or
willful misconduct. The Collateral Agent shall not be required to take any
action under this Agreement or any other Collateral Document, or to prosecute or
defend any suit in respect of this Agreement or any other Collateral Document,
unless it is indemnified hereunder to its satisfaction. If any indemnity in
favor of the Collateral Agent shall be or become, in the Collateral Agent's
determination, inadequate, the Collateral Agent may call for additional
indemnification from the Secured Parties and cease to do the acts indemnified
against hereunder until such additional indemnity is given.

         SECTION 8.1.2. EXCULPATION. Neither the Collateral Agent nor any of its
directors, officers, employees or agents shall be liable to any Secured Party
for any action taken or omitted to be taken by it under this Agreement or any
other Collateral Document, or in connection

                                       20


<PAGE>



herewith or therewith, except for its own willful misconduct or gross
negligence, nor responsible for any recitals or warranties herein or therein,
nor for the effectiveness, enforceability, validity or due execution of this
Agreement, any other Collateral Document or any other Secured Document, nor for
the creation, perfection or priority of any Liens purported to be created by
this Agreement or any other Collateral Document, or the validity, genuineness,
enforceability, existence, value or sufficiency of any collateral security, nor
to make any inquiry respecting the performance by the Borrower of its Secured
Obligations. Any such inquiry which may be made by the Collateral Agent shall
not obligate it to make any further inquiry or to take any action. The
Collateral Agent shall be entitled to rely upon advice of counsel concerning
legal matters and upon any notice, consent, certificate, statement or writing
which the Collateral Agent believes to be genuine and to have been presented by
a proper Person (including each certificate delivered to the Collateral Agent by
the Administrative Agent, the Trustee or any Secured Hedging Counterparty
pursuant to SECTION 7.2(b)).

         SECTION 8.1.3. SUCCESSOR. The Collateral Agent may resign as such at
any time upon at least 30 days' prior notice to the Borrower, the Administrative
Agent, the Trustee and each Secured Hedging Counterparty. The Secured Parties
holding at least two-thirds of the Secured Obligations (the "REMOVING SECURED
PARTIES") may remove the Collateral Agent for cause upon at least 30 days notice
to the Collateral Agent. If the Collateral Agent at any time shall resign or be
removed under this Agreement, the Required Secured Parties may appoint the
Administrative Agent, the Trustee or another Secured Party that is a commercial
banking institution organized under the laws of the U.S. (or any State thereof)
or a U.S. branch or agency of a commercial banking institution, and having a
combined capital and surplus of at least $250,000,000 as a successor Collateral
Agent which shall thereupon become the Collateral Agent hereunder. If no
successor Collateral Agent shall have been so appointed by the Required Secured
Parties, and shall have accepted such appointment, within 30 days after the
retiring Collateral Agent's giving notice of resignation or within 30 days after
the Removing Secured Parties' giving notice of removal, then the retiring
Collateral Agent (in the case of resignation) or the Removing Secured Parties
(in the case of removal) shall, on behalf of the Secured Parties, appoint a
successor Collateral Agent, which shall be the Administrative Agent, the Trustee
or one of the other Secured Parties that is a commercial banking institution
organized under the laws of the U.S. (or any State thereof) or a U.S. branch or
agency of a commercial banking institution, and having a combined capital and
surplus of at least $250,000,000; PROVIDED, HOWEVER, that if, such retiring
Collateral Agent is unable to find a replacement which is willing to accept such
appointment and which meets the qualifications set forth in above, the retiring
Collateral Agent's resignation shall nevertheless thereupon become effective and
the Secured Parties shall assume and perform all of the duties of the Collateral
Agent hereunder until such time, if any, as the Required Secured Parties appoint
a successor as provided for above. Upon the acceptance of any appointment as
Collateral Agent hereunder by a successor Collateral Agent, such successor
Collateral Agent shall be entitled to receive from the retiring Collateral Agent
such documents of transfer and assignment as such successor Collateral Agent may
reasonably request, and shall thereupon succeed to and become vested with all
rights, powers, privileges and duties of the retiring Collateral Agent, and the
retiring Collateral Agent shall be discharged from its duties and obligations
under the Collateral Documents. After any retiring Collateral Agent's
resignation or removal hereunder as the Collateral Agent, the provisions of

                                       21





<PAGE>



this Article shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was the Collateral Agent under the Collateral Documents,
and the third sentence of SECTION 8.1.1 and Sections 9.3 and 9.4 shall continue
to inure to its benefit.

         SECTION 8.1.4. CREDIT EXTENSIONS BY THE COLLATERAL AGENT. The
Collateral Agent shall have the same rights and powers with respect to (x) the
Credit Extensions made by it or any of its Affiliates and (y) the Senior Notes
held by it or any of its Affiliates as any other Secured Party and may exercise
the same as if it were not the Collateral Agent. The Collateral Agent and each
of its Affiliates may accept deposits from, lend money to, and generally engage
in any kind of business with the Borrower or any Subsidiary or Affiliate of the
Borrower as if the Collateral Agent were not the Collateral Agent hereunder.

         SECTION 8.1.5. CREDIT DECISIONS. Each Secured Party acknowledges that
it has, independently of the Collateral Agent and each other Secured Party, and
based on such Secured Party's review of the financial information of the
Borrower and its Subsidiaries, the Secured Documents to which it is a party or
which inure to the benefit of such Secured Party (the terms and provisions of
which being satisfactory to such Secured Party) and such other documents,
information and investigations as such Secured Party has deemed appropriate,
made its own credit decision to make its Credit Extension or acquire its Senior
Note. Each Secured Party also acknowledges that it will, independently of the
Collateral Agent and each other Secured Party, and based on such other
documents, information and investigations as it shall deem appropriate at any
time, continue to make its own credit decisions as to exercising or not
exercising from time to time any rights and privileges available to it under
such Secured Documents.

         SECTION 8.1.6. COPIES, ETC. The Collateral Agent shall give prompt
notice to each of the Administrative Agent and the Trustee of each notice
required to be given to the Collateral Agent by the Borrower hereunder (unless
concurrently delivered to such Secured Party by the Borrower).

         SECTION 8.1.7. RELIANCE BY THE COLLATERAL AGENT. The Collateral Agent
shall be entitled to rely upon any certification, notice or other communication
(including any thereof by telephone, telecopy, telegram or cable) believed by it
to be genuine and correct and to have been signed or sent by or on behalf of the
proper Person, and upon advice and statements of legal counsel, independent
accountants and other experts selected by the Collateral Agent. As to any
matters not expressly provided for by the Collateral Documents, the Collateral
Agent shall in all cases be fully protected in acting, or in refraining from
acting, hereunder or thereunder in accordance with instructions given by the
Required Secured Parties as is required in such circumstance, and such
instructions of the Required Secured Parties and any action taken or failure to
act pursuant thereto shall be binding on all Secured Parties. For purposes of
applying amounts in accordance with this Section, the Collateral Agent shall be
entitled to rely upon each certificate provided to it under SECTION 7.2(b).
Unless it has actual knowledge evidenced by way of written notice from any
Secured Hedging Counterparty and the Borrower to the contrary, the Collateral
Agent, in acting in such capacity under the Collateral Documents, shall be
entitled to assume that no Rate Protection Agreements or Secured Obligations in
respect thereof are in existence or outstanding between any Secured Hedging
Counterparty and the Borrower.

                                       22


<PAGE>



         SECTION 8.1.8. DEFAULTS. The Collateral Agent shall not be deemed to
have knowledge or notice of the occurrence of a Default unless the Collateral
Agent has received a written notice from the Administrative Agent, the Trustee,
any other Secured Party or the Borrower specifying such Default and stating that
such notice is a "Notice of Default". In the event that the Collateral Agent
receives such a notice of the occurrence of a Specified Default, the Collateral
Agent shall give prompt notice thereof to the Administrative Agent, the Trustee
and each Secured Hedging Counterparty. The Collateral Agent shall take such
actio n with respect to such Specified Default to the extent action can be taken
hereunder or under applicable law as shall be directed by the Required Secured
Parties; provided, that unless and until the Collateral Agent shall have
received such directions, the Collateral Agent may (but shall not be obligated
to) take such action, or refrain from taking such action, with respect to such
Specified Default as it shall deem advisable in the best interest of the Secured
Parties except to the extent that this Agreement expressly requires that such
action be taken, or not be taken, only with the consent or upon the
authorization of the Required Secured Parties.

         SECTION 8.1.9. RELEASE OF COLLATERAL. Each Secured Party irrevocably
authorizes the Collateral Agent to release any Lien granted to or held by or in
favor of the Collateral Agent for the benefit of the Secured Parties upon the
occurrence of the Termination Date or in connection with any Collateral being
disposed of in accordance with the terms of Section 7.2.10 of the Credit
Agreement and the other relevant provisions of the Credit Agreement (including
as a result of the disposition of any direct Subsidiary of the Borrower that has
guaranteed any of the Secured Obligations and whose Capital Stock constitutes
Collateral); PROVIDED, HOWEVER, that the Collateral Agent may, prior to any such
release, request that the Borrower certify in a written notice delivered to the
Collateral Agent (with such detail as the Collateral Agent may reasonably
request) that such disposition or release is made in compliance with the terms
of the Credit Agreement. The Collateral Agent shall be entitled to rely upon
such written notification and shall not be obligated to confirm with any Secured
Party that the Collateral Agent is authorized to release any particular types or
items of Collateral (including the Capital Stock of any such Subsidiary) under
the Collateral Documents pursuant to this SECTION 8.1.9. Upon any such
disposition or termination, the Collateral Agent shall, at the Borrower's sole
expense, deliver to the Borrower, without any representations, warranties or
recourse of any kind whatsoever, all Collateral held by the Collateral Agent
hereunder, and execute and deliver to the Borrower such documents as the
Borrower shall reasonably request to evidence such termination.

         SECTION 8.2. COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT. The Borrower
hereby irrevocably appoints the Collateral Agent its attorney-in-fact, with
full authority in the place and stead of the Borrower and in the name of the
Borrower or otherwise, from time to time in the Collateral Agent's discretion,
following the occurrence and during the continuance of a Specified Event, to
take any action and to execute any instrument which the Collateral Agent may
deem necessary or advisable to accomplish the purposes of this Agreement,
including:

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


                                       23





<PAGE>



                  (b) to receive, endorse, and collect any drafts or other
         instruments, documents and chattel paper, in connection with CLAUSE (a)
         above;

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

                  (d) to perform the affirmative obligations of the Borrower
         hereunder.

The Borrower hereby acknowledges, consents and agrees that the power of attorney
granted pursuant to this Section is irrevocable and coupled with an interest.

         SECTION 8.3. COLLATERAL AGENT MAY PERFORM. If the Borrower fails to
perform any agreement contained herein within 30 days after written notice from
the Collateral Agent, the Collateral Agent may itself perform, or cause
performance of, such agreement, and the expenses of the Collateral Agent
incurred in connection therewith shall be payable by the Borrower pursuant to
Section 9.3.

         SECTION 8.4. COLLATERAL AGENT HAS NO DUTY.  The powers conferred on the
Collateral Agent hereunder are solely to protect its interest (on behalf of the
Secured Parties) in the Collateral and shall not impose any duty on it to
exercise any such powers. Except for reasonable care of any Collateral in its
possession and the accounting for moneys actually received by it hereunder, the
Collateral Agent shall have no duty as to any Collateral or responsibility for

                  (a) ascertaining or taking action with respect to calls,
         conversions, exchanges, maturities, tenders or other matters relative
         to any investment property, whether or not the Collateral Agent has or
         is deemed to have knowledge of such matters, or

                  (b) taking any necessary steps to preserve rights against
         prior parties or any other rights pertaining to any Collateral.

         SECTION 8.5. REASONABLE CARE. The Collateral Agent is required to
exercise reasonable care in the custody and preservation of any of the
Collateral in its possession; PROVIDED that the Collateral Agent shall be deemed
to have exercised reasonable care in the custody and preservation of any of the
Collateral, if it takes such action for that purpose as the Borrower reasonably
requests in writing at times other than upon the occurrence and during the
continuance of any Specified Event, but failure of the Collateral Agent to
comply with any such request at any time shall not in itself be deemed a failure
to exercise reasonable care.


                                       24





<PAGE>



                                   ARTICLE IX

                            MISCELLANEOUS PROVISIONS

         SECTION 9.1. LOAN DOCUMENT. This Agreement is a Loan Document executed
pursuant to the Credit Agreement and shall (unless otherwise expressly indicated
herein) be construed, administered and applied in accordance with the terms and
provisions thereof.

         SECTION 9.2. SUPREMACY OF THIS AGREEMENT. In the event any conflict
between the provisions of this Agreement and the provisions of any other Secured
Document, the provisions of this Agreement shall control.

         SECTION 9.3. PAYMENT OF COSTS AND EXPENSES. The Borrower agrees to pay
on demand all expenses of the Collateral Agent (including the fees and
reasonable out-of-pocket expenses of its counsel and local and foreign counsel,
if any) in connection with

                  (a) the negotiation, preparation, execution and delivery and
         ongoing administration of each Collateral Document, including schedules
         and exhibits, any amendments, waivers, consents, supplements or other
         modifications to any Collateral Document as may from time to time
         hereafter be required, whether or not the transactions contemplated
         hereby or any Secured Document are consummated;

                  (b) the filing or recording of any Collateral Document
         (including any financing or continuation statement) and all amendments,
         supplements, amendment and restatements and other modifications to any
         thereof, searches made following the date hereof in jurisdictions where
         financing or continuation statements (or other documents evidencing
         Liens in favor of the Collateral Agent) have been recorded and any and
         all other documents or instruments of further assurance required to be
         filed or recorded by the terms of any Collateral Document; and

                  (c) the preparation and review of the form of any document or
         instrument relevant to any Collateral Document.

The Borrower further agrees to pay, and to save the Collateral Agent harmless
from all liability for, any stamp or other taxes which may be payable in
connection with the execution or delivery of each Collateral Document. The
Borrower also agrees to reimburse the Collateral Agent upon demand for all
reasonable out-of-pocket expenses (including reasonable attorneys' fees and
legal expenses of counsel to the Collateral Agent) incurred by the Collateral
Agent in connection with (x) the negotiation of any restructuring or "work-out"
with the Borrower, whether or not consummated, of any Secured Obligations and
(y) the enforcement of any Secured Obligations.

Any amounts due by the Borrower under this Section 9.3 shall be in addition to
(and not in limitation of) any amounts due to any Secured Party under any other
Secured Document.

         SECTION 9.4. INDEMNIFICATION. In consideration of the execution and
delivery of this Agreement by the Collateral Agent, the Borrower hereby
indemnifies, exonerates and holds the Collateral Agent and each of its officers,
directors, employees and agents (collectively, the

                                       25





<PAGE>



"INDEMNIFIED PARTIES") free and harmless from and against any and all actions,
causes of action, suits, losses, costs, liabilities and damages, and expenses
incurred in connection therewith (irrespective of whether any such Indemnified
Party is a party to the action for which indemnification hereunder is sought),
including reasonable attorneys' fees and disbursements, whether incurred in
connection with actions between or among the parties hereto or the parties
hereto and third parties (collectively, the "INDEMNIFIED LIABILITIES"), incurred
by the Indemnified Parties or any of them as a result of, or arising out of, or
relating to

                  (a) any transaction financed or to be financed in whole or in
         part, directly or indirectly, with the proceeds of the issuance of the
         Senior Notes or of any Credit Extension, including all Indemnified
         Liabilities arising in connection with the Transaction;

                  (b) the entering into and performance of any Collateral
         Document by any of the Indemnified Parties (including any action
         brought by or on behalf of the Borrower as the result of any
         determination by the Required Lenders pursuant to Article V of the
         Credit Agreement not to fund any Credit Extension, PROVIDED that any
         such action is resolved in favor of such Indemnified Party);

                  (c) any investigation, litigation or proceeding related to any
         acquisition or proposed acquisition by the Borrower or any Subsidiary
         thereof of all or any portio n of the Capital Stock or assets of any
         Person, whether or not an Indemnified Party is party thereto;

                  (d) any investigation, litigation or proceeding related to any
         environmental cleanup, audit, compliance or other matter relating to
         the protection of the environment or the Release or threatened Release
         by the Borrower or any Subsidiary thereof of any Hazardous Material;

                  (e) any investigation, claim, litigation, or proceeding
         related to personal injury arising from exposure or alleged exposure to
         Hazardous Materials handled by the Borrower or any of its Subsidiaries;

                  (f) the presence on or under, or the escape, seepage, leakage,
         spillage, discharge, emission, discharging or releases from, any real
         property owned or operated by the Borrower or any Subsidiary thereof of
         any Hazardous Material (including any losses, liabilities, damages,
         injuries, costs, expenses or claims asserted or arising under any
         Environmental Law), regardless of whether caused by, or within the
         control of, the Borrower or Subsidiary; or

                  (g) the Collateral Agent's Environmental Liability (the
         indemnification herein shall survive repayment of the Obligations and
         any transfer of the property of the Borrower or its Subsidiaries by
         foreclosure or by a deed in lieu of foreclosure for any Collateral
         Agent's Environmental Liability, regardless of whether caused by, or
         within the control of, the Borrower or such Subsidiary);


                                       26





<PAGE>



except for Indemnified Liabilities arising for the account of a particular
Indemnified Party by reason of the relevant Indemnified Party's gross negligence
or willful misconduct. The Borrower and its successors and assigns hereby waive,
release and agree not to make any claim or bring any cost recovery action
against, any Indemnified Party under CERCLA or any state equivalent, or any
similar la w now existing or hereafter enacted. It is expressly understood and
agreed that to the extent that any Indemnified Party is strictly liable under
any Environmental Laws, the Borrower's obligation to such Indemnified Party
under this indemnity shall likewise be without regard to fault on the part of
the Borrower with respect to the violation or condition which results in
liability of an Indemnified Party. If and to the extent that the foregoing
undertaking may be unenforceable for any reason, the Borrower agrees to make the
maximum contribution to the payment and satisfaction of each of the Indemnified
Liabilities which is permissible under applicable law.

Any amounts due by the Borrower under this SECTION 9.3 shall be in addition to
(and not in limitation of) any amounts due to any Secured Party under any other
Secured Document.

         SECTION 9.5. AMENDMENTS, ETC. No amendment to or waiver of any
provision of this Agreement, nor consent to any departure by the Borrower from
its obligations under this Agreement, shall in any event be effective unless the
same shall be in writing and signed by the Collateral Agent (on behalf of the
Required Secured Parties) and if such amendment, waiver or consent affects the
Borrower, the Borrower and then such waiver or consent shall be effective only
in the specific instance and for the specific purpose for which given.

         SECTION 9.6. NO ADDITIONAL RIGHTS FOR THE BORROWER HEREUNDER. If any
Secured Party shall enforce its rights or remedies in violation of the terms of
this Agreement, the Borrower by its acknowledgment and execution of this
Agreement, agrees that it shall not use such violation as a defense to an
Enforcement by such party under any Secured Document nor assert such violation
as counterclaim or basis for setoff or recoupment against such party.

         SECTION 9.7. FURTHER ASSURANCES. Each Secured Party shall cooperate
fully with the Collateral Agent and each other Secured Party, to the end that
the terms and provisions of this Agreement may be promptly and fully carried out
and shall, from time to time, execute and deliver any and all other agreements,
documents or instruments and to take such other actions, all as may be
reasonably necessary or desirable to effectuate the terms of this Agreement.

         SECTION 9.8. SPECIFIC PERFORMANCE. The parties acknowledge that no
adequate remedy of law exists for breach of their respective obligations under
this Agreement and therefore that, in the event any party fails to comply with
its obligations hereunder, the other parties hereto shall have the right to
obtain specific performance of the obligations of such defaulting party or such
other equitable relief as may be available.

         SECTION 9.9. BINDING ON SUCCESSORS, TRANSFEREES AND ASSIGNS;
ASSIGNMENT. This Agreement shall remain in full force and effect until the
Termination Date has occurred, shall be binding upon the Borrower and its
successors, transferees and assigns and shall inure to the benefit of and be
enforceable by each Secured Party and its successors, transferees and assigns;
PROVIDED that the Borrower may not (unless otherwise permitted under the terms
of each of the

                                       27





<PAGE>



Credit Agreement and the Indenture) assign any of its obligations hereunder
without the prior written consent of the Required Secured Parties.

         SECTION 9.10. NO WAIVER; REMEDIES. In addition to, and not in
limitation of SECTION 2.4, no failure on the part of any Secured Party to
exercise, and no delay in exercising, any right hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any right hereunder
preclude any other or further exercise thereof or the exercise of any other
right. The remedies herein provided are cumulative and not exclusive of any
remedies provided by law.

         SECTION 9.11. NOTICES. All notices and other communications provided
for hereunder shall be in writing or by facsimile and addressed, delivered or
transmitted to the appropriate party at the address or facsimile number of such
party specified in SCHEDULE III hereto or at such other address or facsimile
number as may be designated by such party in a notice to the other party. Any
notice or other communication, if mailed and properly addressed with postage
prepaid or if properly addressed and sent by pre-paid courier service, shall be
deemed given when received; any such notice or other communication, if
transmitted by facsimile, shall be deemed given when transmitted and
electronically confirmed. Notices to the Holders and the Lenders and the Issuer
may be made in care of the Trustee and the Administrative Agent, respectively,
in accordance with the first sentence of this Section.

         SECTION 9.12. HEADINGS. The various headings of this Agreement are
inserted for convenience only and shall not affect the meaning or interpretation
of this Agreement or any provisions thereof.

         SECTION 9.13. SEVERABILITY. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such provision and
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this Agreement
or affecting the validity or enforceability of such provision in any other
jurisdiction.

         SECTION 9.14. FOREIGN PLEDGE AGREEMENTS. Without limiting any of the
rights, remedies, privileges or benefits provided hereunder to the Collateral
Agent for its benefit and the ratable benefit of the other Secured Parties, the
Borrower and the Collateral Agent hereby agree that the terms and provisions of
this Agreement in respect of any Collateral subject to the pledge or other Lien
of a Foreign Pledge Agreement are, and shall be deemed to be, supplemental and
in addition to the rights, remedies, privileges and benefits provided to the
Collateral Agent and the other Secured Parties under such Foreign Pledge
Agreement and under applicable law to the extent consistent with applicable law;
PROVIDED, that, in the event that the terms of this Agreement conflict or are
inconsistent with the applicable Foreign Pledge Agreement or applicable law
governing such Foreign Pledge Agreement, (i) to the extent that the provisions
of such Foreign Pledge Agreement or applicable foreign law are, under applicable
foreign law, necessary for the creation, perfection or priority of the security
interests in the Collateral subject to such Foreign Pledge Agreement, the terms
of such Foreign Pledge Agreement or such applicable law shall be controlling and
(ii) otherwise, the terms hereof shall be controlling.



                                       28





<PAGE>



         SECTION 9.15. EXECUTION IN COUNTERPARTS, EFFECTIVENESS, ETC. This
Agreement may be executed by the parties hereto in several counterparts, each of
which shall constitute together but one and the same agreement. This Agreement
shall become effective when counterparts hereof executed on behalf of the
Borrower, the Administrative Agent and the Trustee (or notice thereof
satisfactory to the Collateral Agent) shall have been received by the Collateral
Agent.

         SECTION 9.16. GOVERNING LAW, ENTIRE AGREEMENT, ETC. THIS AGREEMENT
SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE
GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), EXCEPT TO THE EXTENT THAT THE
VALIDITY OR PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR REMEDIES
HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A
JURISDICTION OTHER THAN THE STATE OF NEW YORK. The Collateral Documents
constitute the entire understanding among the parties hereto with respect to the
subject matter thereof and supersede any prior agreements, written or oral, with
respect thereto.

         SECTION 9.17. FORUM SELECTION AND CONSENT TO JURISDICTION. ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS
AGREEMENT OR ANY OTHER COLLATERAL DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE BORROWER, THE
COLLATERAL AGENT, THE ADMINISTRATIVE AGENT, THE TRUSTEE OR ANY OTHER SECURED
PARTY SHALL BE BROUGHT AND MAINTAINED IN THE COURTS OF THE STATE OF NEW YORK OR
IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK
LOCATED IN NEW YORK COUNTY, NEW YORK. EACH OF THE BORROWER, THE COLLATERAL
AGENT, THE ADMINISTRATIVE AGENT AND THE TRUSTEE AND, BY ACCEPTING THIS AGREEMENT
AND THE BENEFITS HEREOF, EACH OTHER SECURED PARTY FURTHER IRREVOCABLY CONSENTS
TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL
SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK AT THE ADDRESS FOR NOTICES
SPECIFIED IN SECTION 9.11. EACH OF THE BORROWER, THE COLLATERAL AGENT, THE
ADMINISTRATIVE AGENT AND THE TRUSTEE AND, BY ACCEPTING THIS AGREEMENT AND THE
BENEFITS HEREOF, EACH OTHER SECURED PARTY HEREBY EXPRESSLY AND IRREVOCABLY
SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND OF THE
UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK LOCATED IN
NEW YORK COUNTY, NEW YORK AND EACH APPLICABLE APPELLATE COURT. EACH OF THE
BORROWER, THE COLLATERAL AGENT, THE ADMINISTRATIVE AGENT AND THE TRUSTEE AND, BY
ACCEPTING THIS AGREEMENT AND THE BENEFITS HEREOF, EACH OTHER SECURED PARTY
HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,
ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF
ANY SUCH LITIGATION BROUGHT

                                       29


<PAGE>



IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE BORROWER, THE
COLLATERAL AGENT, THE ADMINISTRATIVE AGENT, THE TRUSTEE OR ANY OTHER SECURED
PARTY HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT
OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR
TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF
OR ITS PROPERTY, EACH OF THE BORROWER, THE COLLATERAL AGENT, THE ADMINISTRATIVE
AGENT AND THE TRUSTEE AND, BY ACCEPTING THIS AGREEMENT AND THE BENEFITS HEREOF,
SUCH SECURED PARTY HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS
OBLIGATIONS UNDER THIS AGREEMENT.

         SECTION 9.18.   WAIVER OF JURY TRIAL.  EACH OF THE BORROWER,  THE
COLLATERAL AGENT, THE ADMINISTRATIVE AGENT AND THE TRUSTEE AND, BY ACCEPTING
THIS AGREEMENT AND THE BENEFITS HEREOF, EACH OTHER SECURED PARTY HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF,
UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER COLLATERAL DOCUMENT OR
ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN)
OR ACTIONS OF THE BORROWER, THE COLLATERAL AGENT, THE ADMINISTRATIVE AGENT, THE
TRUSTEE OR ANY OTHER SECURED PARTY AND EACH SUCH PERSON ACKNOWLEDGES AND AGREES
THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND
THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE SECURED PARTIES ENTERING
INTO THE SECURED DOCUMENTS, THE LENDERS AND THE ISSUER MAKING CREDIT EXTENSIONS
AND THE HOLDERS ACQUIRING THE SENIOR NOTES.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]













                                       30

<PAGE>



         IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be duly executed and delivered by its Authorized Officer as of the
date first above written.

                                 ROADWAY CORPORATION


                                 By: /s/ Joseph R. Boni III
                                     -------------------------------------
                                     Name: Joseph R. Boni III
                                     Title: Treasurer





                                 CREDIT SUISSE FIRST BOSTON, as
                                     Collateral Agent and as Administrative
                                     Agent


                                 By: /s/ Julia P. Kingsbury
                                     --------------------------------------
                                     Name: Julia P. Kingsbury
                                     Title: Vice President


                                 By: /s/ Mark E. Gleason
                                     --------------------------------------
                                     Name: Mark E. Gleason
                                     Title: Director





                                 SUNTRUST BANK, as Trustee


                                 By: /s/ Walter L. Duke, Jr.
                                     ---------------------------------------
                                     Name: Walter L. Duke, Jr.
                                     Title: Group Vice President











                                       31


<PAGE>


                                                                      SCHEDULE I
                        to Borrower Pledge, Security and Intercreditor Agreement



                              PLEDGED SUBSIDIARIES
                              --------------------



Item A.  Corporations

<TABLE>
<CAPTION>
                                                          Capital Stock
Issuer                       Authorized Shares       Outstanding Shares    % of Shares Pledged
<S>                        <C>                       <C>                   <C>
Roadway Express,
Inc.                                1000                      100             100%

Arnold Industries, Inc.             100                       100             100%

</TABLE>


Item B. Limited Liability Companies whose Limited Liability Company Interests

(1)  Are Evidenced by Certificate Securities

<TABLE>
<S>                           <C>                              <C>
                               Type of Limited Liability         % of Limited Liability Company
Issuer                             Company Interests                    Interests Pledged
None.
</TABLE>





(2)  Are Not Evidenced by Certificate Securities

<TABLE>
<S>                           <C>                              <C>

                               Type of Limited Liability         % of Limited Liability Company
Issuer                             Company Interests                    Interests Pledged
None.
</TABLE>





<PAGE>



Item C.  Partnerships whose Partnership Interests

(1)  Are Evidenced by Certificate Securities

<TABLE>
<S>                           <C>                              <C>
Issuer                       Type of Partnership Interests    % of Partnership Interests Pledged
None.
</TABLE>





(2)  Are Not Evidenced by Certificate Securities
<TABLE>
<S>                           <C>                              <C>

Issuer                       Type of Partnership Interests      % of Partnership Interests Pledged
None.
</TABLE>





Item D.  OTHER SUBSIDIARIES

Reimer Express Lines Ltd.

New Penn Motor Express, Inc.

Arnold Transportation Services, Inc.







<PAGE>

                                                                     SCHEDULE II
                        to Borrower Pledge, Security and Intercreditor Agreement



Item A.  Trade Names:  N/A





Item B.  Merger or Other Corporate Reorganization:  N/A





Item C.  Federal Taxpayer Identification Number:  34-1956254



<PAGE>



                                                                    SCHEDULE III



                               NOTICE INFORMATION
                               ------------------



BORROWER

Address:      Roadway Corporation
              1077 Gorge Boulevard
              P.O. Box 471
              Akron, Ohio 44309

Facsimile No: 303-258-6082

Attention:    Treasurer


COLLATERAL AGENT

Address:     Credit Suisse First Boston
             11 Madison Avenue
             New York, New York 10010

Facsimile No: 212-325-8615

Attention:   Mark Gleason


ADMINISTRATIVE AGENT

Address:     Credit Suisse First Boston
             11 Madison Avenue
             New York, New York 10010

Facsimile No: 212-325-8615

Attention:   Mark Gleason


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TRUSTEE

Address:       SunTrust Bank
               424 Church Street, 6(th) Floor
               Nashville, Tennessee 37219

Facsimile No:  615-748-5331

Attention:     Corporate Trust Department