EXHIBIT 10.7









                      PARENT GUARANTEE AND PLEDGE AGREEMENT

                            dated and effective as of

                                 April 6, 2004,

                                     between


                      BCP CAYLUX HOLDINGS LUXEMBOURG S.C.A.

                                       and

                       DEUTSCHE BANK AG, NEW YORK BRANCH,
                               as Collateral Agent








                                TABLE OF CONTENTS



                                                                                                                Page
                                                                                                                ----

ARTICLE I.              Definitions...............................................................................1

         SECTION 1.01          Credit Agreement...................................................................1
         SECTION 1.02          Other Defined Terms................................................................1

ARTICLE II.             Guarantee.................................................................................3

         SECTION 2.01          Guarantee..........................................................................3
         SECTION 2.02          Guarantee of Payment...............................................................4
         SECTION 2.03          No Limitations, etc................................................................4
         SECTION 2.04          Reinstatement......................................................................6
         SECTION 2.05          Agreement to Pay; Subrogation......................................................6
         SECTION 2.06          Information........................................................................6
         SECTION 2.07          Demand.............................................................................7

ARTICLE III.            Pledge....................................................................................7

         SECTION 3.01          Pledge.............................................................................7
         SECTION 3.02          Delivery of the Collateral.........................................................7
         SECTION 3.03          Representations, Warranties and Covenants..........................................8
         SECTION 3.04          [Reserved].........................................................................9
         SECTION 3.05          Registration in Nominee Name; Denominations........................................9
         SECTION 3.06          Voting Rights; Dividends and Interest, etc.........................................9

ARTICLE IV.             Remedies.................................................................................11

         SECTION 4.01          Remedies Upon Default.............................................................11
         SECTION 4.02          Application of Proceeds...........................................................12
         SECTION 4.03          Securities Act, etc...............................................................13
         SECTION 4.04          Registration, etc.................................................................13

ARTICLE V.              Subordination............................................................................14

         SECTION 5.01          Subordination.....................................................................14

ARTICLE VI.             Miscellaneous............................................................................14

         SECTION 6.01          Notices...........................................................................14
         SECTION 6.02          Security Interest Absolute........................................................14
         SECTION 6.03          [Reserved]........................................................................15
         SECTION 6.04          Binding Effect....................................................................15
         SECTION 6.05          Successors and Assigns............................................................15
         SECTION 6.06          Collateral Agent's Fees and Expenses; Indemnification.............................15
         SECTION 6.07          Collateral Agent Appointed Attorney-in-Fact.......................................16
         SECTION 6.08          GOVERNING LAW.....................................................................17


                                      (i)



                                Table of Contents
                                   (continued)


         SECTION 6.09          Waivers; Amendment................................................................17
         SECTION 6.10          WAIVER OF JURY TRIAL..............................................................17
         SECTION 6.11          Severability......................................................................18
         SECTION 6.12          Counterparts......................................................................18
         SECTION 6.13          Headings..........................................................................18
         SECTION 6.14          Jurisdiction; Consent to Service of Process.......................................18
         SECTION 6.15          Termination or Release............................................................18














                                      (ii)










                  PARENT GUARANTEE AND PLEDGE AGREEMENT dated and effective as
of April 6, 2004 (this "Agreement"), between BCP CAYLUX HOLDINGS LUXEMBOURG
S.C.A. ("Parent"), and DEUTSCHE BANK AG, NEW YORK BRANCH, as Collateral Agent
(in such capacity, the "Collateral Agent") for the Secured Creditors (as defined
below).

                  Reference is made to the Credit Agreement dated as of March
[15], 2004 (as amended, supplemented, waived, refinanced or otherwise modified
from time to time, the "Credit Agreement"), among BCP CRYSTAL HOLDINGS LTD. 2
("Holdings"), Parent, CELANESE AMERICAS CORPORATION ("CAC"), certain
subsidiaries of Parent from time to time party thereto as borrowers under the
Revolving Facility provided for therein (the "Subsidiary Revolving Borrowers"),
the Lenders party thereto from time to time (the "Lenders"), MORGAN STANLEY
SENIOR FUNDING, INC., as global coordinator, DEUTSCHE BANK TRUST AG, NEW YORK
BRANCH, as administrative agent and as collateral agent for the CA Lenders, and
DEUTSCHE BANK SECURITIES INC. and MORGAN STANLEY SENIOR FUNDING, INC., as joint
lead arrangers.

                  The obligations of the Lenders to extend credit under the
Credit Agreement are conditioned upon, among other things, the execution and
delivery of this Agreement. Parent is a parent, direct or indirect, of CAC and
the other Subsidiary Revolving Borrowers, if any (collectively, the "Specified
Borrowers"), will derive substantial benefits from the extension of credit to
itself and the Specified Borrowers pursuant to the Credit Agreement and is
willing to execute and deliver this Agreement in order to induce the Lenders to
extend such credit. Accordingly, the parties hereto agree as follows:

                                   ARTICLE I.

                                   Definitions

                  SECTION 1.01 Credit Agreement. (a) Capitalized terms used in
this Agreement and not otherwise defined herein have the respective meanings
assigned thereto in the Credit Agreement. All terms defined in the New York UCC
(as defined herein) and not defined in this Agreement have the meanings
specified therein.

                  (b) The rules of construction specified in Section 1.02 of the
Credit Agreement also apply to this Agreement.

                  SECTION 1.02 Other Defined Terms. As used in this Agreement,
the following terms have the meanings specified below:

                  "Agreement Termination Date" has the meaning assigned to such
term in Section 6.15.

                  "Applicable Securities Laws" has the meaning assigned to such
term in Section 4.03.

                  "CAC Loan Agreement" shall mean the Intercompany Loan
Agreement dated as of April 6, 2004 between Parent and CAC pursuant to which the
CAC Loans are being made.



                  "CAC Note Documents" means the CAC Note and the CAC Loan
Agreement.

                  "Collateral" has the meaning assigned to such term in Section
3.01.

                  "Credit Agreement" has the meaning assigned to such term in
the preliminary statement of this Agreement.

                  "Federal Securities Laws" has the meaning assigned to such
term in Section 4.03.

                  "Guaranteed Creditor" means each Creditor to the extent it
holds Guaranteed Obligations.

                  "Guaranteed Obligations" means all Obligations owing by each
of the Specified Borrowers.

                  "Lenders" has the meaning assigned such term in the
preliminary statement of this Agreement.

                  "Loan Document Obligations" means (a) the due and punctual
payment by each Borrower of (i) the unpaid principal of and interest (including
interest accruing during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding) on the Loans made to such Borrower, when and as
due, whether at maturity, by acceleration, upon one or more dates set for
prepayment or otherwise, (ii) each payment required to be made by such Borrower
under the Credit Agreement in respect of any Letter of Credit, when and as due,
including payments in respect of reimbursement of disbursements, interest
thereon (including interest accruing during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding) and obligations to provide cash
collateral and (iii) all other monetary obligations of such Borrower to any of
the Secured Parties under the Credit Agreement and each of the other Loan
Documents (other than this Agreement), including obligations to pay fees,
expense and reimbursement obligations and indemnification obligations, whether
primary, secondary, direct, contingent, fixed or otherwise (including interest
accruing during the pendency of any bankruptcy, insolvency, receivership or
other similar proceeding, regardless of whether allowed or allowable in such
proceeding) and (b) the due and punctual performance of all other obligations of
each Borrower under or pursuant to the Credit Agreement and each of the other
Loan Documents (other than this Agreement).

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

                  "Noticed Event of Default" means any Event of Default as to
which the Administrative Agent has given Parent written notice that (i) such
Event of Default constitutes a Noticed Event of Default and (ii) to the extent
such notice may be given without violation of applicable law, the Collateral
Agent intends, as a result of such Event of Default (alone or among others), to
exercise its remedies hereunder, provided that an Event of Default under Section
7.01(h) or (i) of the Credit Agreement shall in any event constitute a Noticed
Event of Default.

                                      -2-


                  "Obligations" means (a) the Loan Document Obligations, (b) the
due and punctual payment and performance of all obligations of Parent owing to
the Secured Creditors under and pursuant to this Agreement, (c) the due and
punctual payment and performance of all obligations of each Borrower under each
Swap Agreement that (i) is in effect on the Closing Date with a counterparty
that is a Lender or an Affiliate of a Lender as of the Closing Date or (ii) is
entered into after the Closing Date with any counterparty that is a Lender or an
Affiliate of a Lender at the time such Swap Agreement is entered into, and (d)
the due and punctual payment and performance of all obligations of each Borrower
and any of its subsidiaries in respect of overdrafts and related liabilities
owed to a Lender or any of its Affiliates and arising from cash management
services (including treasury, depository, overdraft, credit or debit card,
electronic funds transfer and other cash management arrangements).

                  "Permitted Liens" means Liens permitted under Section 6.02 of
the Credit Agreement.

                  "Pledged Securities" means any stock certificates or other
certified securities, now or hereafter included in the Collateral, including all
certificates, instruments or other documents representing or evidencing any
Collateral.

                  "Pledged Stock" has the meaning assigned to such term in
Section 3.01.

                  "Secured Creditors" means (a) the Lenders (and any Affiliate
of a Lender to which any obligation referred to in clause (d) of the definition
of the term "Obligations" is owed), (b) the Administrative Agent and the
Collateral Agent, (c) each Issuing Bank, (d) each counterparty to any Swap
Agreement entered into with a Borrower the obligations under which constitute
Obligations, (e) the Lenders (and any Affiliates thereof) that are beneficiaries
of indemnification obligations undertaken by any Borrower under any Loan
Document and (f) the successors and permitted assigns of each of the foregoing.

                  "Specified Borrowers" has the meaning assigned to such term in
the preliminary statement of this Agreement.

                                   ARTICLE II.

                                    Guarantee

                  SECTION 2.01 Guarantee. Parent unconditionally guarantees, as
a primary obligor and not merely as a surety, the due and punctual payment and
performance of the Guaranteed Obligations. Parent further agrees that the
Guaranteed Obligations may be extended or renewed, in whole or in part, without
notice to or further assent from it, and that it will remain bound upon its
guarantee notwithstanding any extension or renewal of any Guaranteed Obligation.
Parent waives presentment to, demand of payment from and protest to any Borrower
of any of the Guaranteed Obligations, and also waives notice of acceptance of
its guarantee and notice of protest for nonpayment.

                  SECTION 2.02 Guarantee of Payment. Parent further agrees that
its guarantee hereunder constitutes a guarantee of payment when due and not of
collection, and waives any right to require that any resort be had by the
Collateral Agent or any other Guaranteed Creditor



                                      -3-


to any security held for the payment of the Guaranteed Obligations or to any
balance of any deposit account or credit on the books of the Collateral Agent or
any other Guaranteed Creditor in favor of any Borrower or any other person.

                  SECTION 2.03 No Limitations, etc. (a) Except for termination
of Parent's obligations hereunder as expressly provided for in Section 6.15, the
obligations of Parent hereunder shall not be subject to any reduction,
limitation, impairment or termination for any reason, including any claim of
waiver, release, surrender, alteration or compromise, and shall not be subject
to any defense or setoff, counterclaim, recoupment or termination whatsoever by
reason of the invalidity, illegality or unenforceability of the Guaranteed
Obligations or otherwise. Without limiting the generality of the foregoing, the
obligations of Parent hereunder shall not be discharged or impaired or otherwise
affected by:

                  (i) the failure of any Agent or any other Guaranteed Creditor
         to assert any claim or demand or to exercise or enforce any right or
         remedy under the provisions of any Loan Document or otherwise;

                  (ii) any rescission, waiver, amendment or modification of, or
         any release from any of the terms or provisions of, any Loan Document
         or any other agreement;

                  (iii) the failure to perfect any security interest in, or the
         exchange, substitution, release or any impairment of, any security held
         by the Collateral Agent or any other Guaranteed Creditor for the
         Guaranteed Obligations;

                  (iv) any default, failure or delay, willful or otherwise, in
         the performance of the Obligations;

                  (v) any other act or omission that may or might in any manner
         or to any extent vary the risk of Parent or otherwise operate as a
         discharge of Parent as a matter of law or equity (other than the
         indefeasible payment in full in cash of all the Guaranteed
         Obligations);

                  (vi) any illegality, lack of validity or enforceability of any
         Guaranteed Obligation;

                  (vii) any change in the corporate existence, structure or
         ownership of any Loan Party, or any insolvency, bankruptcy,
         reorganization or other similar proceeding affecting any Loan Party or
         its assets or any resulting release or discharge of any Guaranteed
         Obligation;

                  (viii) the existence of any claim, set-off or other rights
         that Parent may have at any time against any Loan Party, any Agent, or
         any other corporation or person, whether in connection herewith or any
         unrelated transactions, provided that nothing herein will prevent the
         assertion of any such claim by separate suit or compulsory
         counterclaim;

                  (ix) any law, regulation, decree or order of any jurisdiction,
         or any other event, affecting any term of any Guaranteed Obligation or
         the Collateral Agent's rights with respect thereto, including, without
         limitation:



                                      -4-


                           (A) the application of any such law, regulation,
                  decree or order, including any prior approval, which would
                  prevent the exchange of a foreign currency for Dollars or such
                  other currency in which any of the Guaranteed Obligations are
                  due, or the remittance of funds outside of such jurisdiction
                  or the unavailability of Dollars or such other currency in any
                  legal exchange market in such jurisdiction in accordance with
                  normal commercial practice; or

                           (B) a declaration of banking moratorium or any
                  suspension of payments by banks in such jurisdiction or the
                  imposition by such jurisdiction or any governmental authority
                  thereof of any moratorium on, the required rescheduling or
                  restructuring of, or required approval of payments on, any
                  indebtedness in such jurisdiction; or

                           (C) any expropriation, confiscation, nationalization
                  or requisition by such country or any governmental authority
                  that directly or indirectly deprives any Borrower of any
                  assets or their use, or of the ability to operate its business
                  or a material part thereof; or

                           (D) any war (whether or not declared), insurrection,
                  revolution, hostile act, civil strife or similar events
                  occurring in such jurisdiction which has the same effect as
                  the events described in clause (A), (B) or (C) above (in each
                  of the cases contemplated in clauses (A) through (D) above, to
                  the extent occurring or existing on or at any time after the
                  date of this Agreement); and

                  (x) any other circumstance (including, without limitation, any
         statute of limitations) or any existence of or reliance on any
         representation by the Collateral Agent that might otherwise constitute
         a defense to, or a legal or equitable discharge of, any Loan Party or
         Parent or any other guarantor or surety.

                  Parent expressly authorizes any Guaranteed Creditor to take
and hold security for the payment and performance of the Guaranteed Obligations,
to exchange, waive or release any or all such security (with or without
consideration), to enforce or apply such security and direct the order and
manner of any sale thereof in their sole discretion or to release or substitute
any one or more other guarantors or obligors upon or in respect of the
Guaranteed Obligations, all without affecting the obligations of Parent
hereunder.

                  Without limiting the generality of the foregoing, with respect
to any Guaranteed Obligations that, in accordance with the express terms of any
agreement pursuant to which such Guaranteed Obligations were created, were
denominated in Dollars or any currency other than the currency of the
jurisdiction where a Specified Borrower is principally located, Parent
guarantees that it shall pay the Collateral Agent strictly in accordance with
the express terms of such agreement, including in the amounts and in the
currency expressly agreed to thereunder, irrespective of and without giving
effect to any laws of the jurisdiction where a Specified Borrower is principally
located in effect from time to time, or any order, decree or regulation in the
jurisdiction where a Borrower is principally located.

                                      -5-


                  (b) To the fullest extent permitted by applicable law, Parent
waives any defense based on or arising out of any defense of any Specified
Borrower or other Loan Party or the unenforceability of the Guaranteed
Obligations or any part thereof from any cause, or the cessation from any cause
of the liability of any Specified Borrower or other Loan Party, other than the
indefeasible payment in full in cash of all the Guaranteed Obligations. The
Collateral Agent and the other Guaranteed Creditors may, at their election,
foreclose on any security held by one or more of them by one or more judicial or
nonjudicial sales, accept an assignment of any such security in lieu of
foreclosure, compromise or adjust any part of the Guaranteed Obligations, make
any other accommodation with any Specified Borrower or exercise any other right
or remedy available to them against any Specified Borrower, without affecting or
impairing in any way the liability of Parent hereunder except to the extent the
Guaranteed Obligations have been fully and indefeasibly paid in full in cash. To
the fullest extent permitted by applicable law, Parent waives any defense
arising out of any such election even though such election operates, pursuant to
applicable law, to impair or to extinguish any right of reimbursement or
subrogation or other right or remedy of Parent against any Specified Borrower,
as the case may be, or any security.

                  SECTION 2.04 Reinstatement. Parent agrees that its guarantee
hereunder shall continue to be effective or be reinstated, as the case may be,
if at any time payment, or any part thereof, of any Guaranteed Obligation is
rescinded or must otherwise be restored by the Administrative Agent or any other
Guaranteed Creditor upon the bankruptcy or reorganization of any Specified
Borrower, any other Loan Party or otherwise.

                  SECTION 2.05 Agreement to Pay; Subrogation. In furtherance of
the foregoing and not in limitation of any other right that the Collateral Agent
or any other Guaranteed Creditor has at law or in equity against Parent by
virtue hereof, upon the failure of any Specified Borrower to pay any Guaranteed
Obligation when and as the same shall become due, whether at maturity, by
acceleration, after notice of prepayment or otherwise, Parent hereby promises to
and will forthwith pay, or cause to be paid, to the Collateral Agent for
distribution to the applicable Guaranteed Creditors in cash the amount of such
unpaid Guaranteed Obligation. Upon payment by Parent of any sums to the
Collateral Agent as provided above, all rights of Parent against such Specified
Borrower or any other Loan Party arising as a result thereof by way of right of
subrogation, contribution, reimbursement, indemnity or otherwise shall in all
respects be subject to Article V.

                  SECTION 2.06 Information. Parent assumes all responsibility
for being and keeping itself informed of the financial condition and assets of
each Specified Borrower and the other Loan Parties, and of all other
circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations
and the nature, scope and extent of the risks that Parent assumes and incurs
hereunder, and agrees that none of the Collateral Agent or the other Guaranteed
Creditors will have any duty to advise Parent of information known to it or any
of them regarding such circumstances or risks.

                  SECTION 2.07 Demand. Notwithstanding any other provision
hereof, demand may only be made under the Guarantee provided in this Article II
by the Collateral Agent.

                                      -6-


                                  ARTICLE III.

                                     Pledge

                  SECTION 3.01 Pledge. As security for the payment or
performance, as the case may be, in full of the Obligations, Parent hereby
assigns and pledges to the Collateral Agent, its successors and assigns, for the
benefit of the Secured Creditors, and hereby grants to the Collateral Agent, its
successors and assigns, for the benefit of the Secured Creditors, a security
interest in all of Pledgor's right, title and interest in, to and under (a)(i)
the CAC Loans and (ii) each and every CAC Note Document; (b) all Equity
Interests of US Holdco directly owned by it and any certificates representing
all such Equity Interests (the "Pledged Stock"); provided that the Pledged Stock
shall not include to the extent applicable law requires that US Holdco issue
directors' qualifying shares, such shares or nominee or other similar shares;
(c) subject to Section 3.06, all payments of principal or interest, dividends,
cash, instruments and other property from time to time received, receivable or
otherwise distributed in respect of, in exchange for or upon the conversion of,
and all other proceeds received in respect of, the securities, instruments and
agreements referred to in clause (a) and (b) above; (d) subject to Section 3.06,
all rights and privileges of Parent with respect to the securities, instruments
and agreements referred to in clauses (a) and (b) above; and (e) all proceeds of
any of the foregoing (the items referred to in clauses (a) through (d) above
being collectively referred to as the "Collateral").

                  TO HAVE AND TO HOLD the Collateral, together with all right,
title, interest, powers, privileges and preferences pertaining or incidental
thereto, unto the Collateral Agent, its successors and assigns, for the benefit
of the Secured Creditors, forever; subject, however, to the terms, covenants and
conditions hereinafter set forth.

                  SECTION 3.02 Delivery of the Collateral. (a) Parent agrees
promptly to deliver or cause to be delivered to the Collateral Agent, for the
benefit of the Secured Creditors, the CAC Note and the Pledged Stock.

                  (b) Upon delivery to the Collateral Agent, (a) each of (i) the
CAC Note and (ii) the Pledged Stock shall be accompanied, in each case, by a
note collateral assignment and stock powers, as applicable, duly executed in
blank or other instruments of transfer reasonably satisfactory to the Collateral
Agent and by such other instruments and documents as the Collateral Agent may
reasonably request and (ii) all other property composing part of the Collateral
delivered pursuant to the terms of this Agreement shall be accompanied to the
extent necessary to perfect the security interest in or allow realization on the
Collateral by proper instruments of assignment duly executed by the Guarantor
and such other instruments or documents as the Collateral Agent may reasonably
request.

                  SECTION 3.03 Representations, Warranties and Covenants. Parent
represents, warrants and covenants to and with the Collateral Agent, for the
benefit of the Secured Creditors, that:

                  (a) the CAC Note and the Pledged Stock have been duly and
         validly authorized and issued by the issuer thereof and (i) in the case
         of the Pledged Stock, is fully paid and nonassessable and (ii) in the
         case of the CAC Note, is the legal, valid and



                                      -7-


         binding obligation of the issuer thereof, subject to (i) the effects
         of bankruptcy, insolvency, moratorium, reorganization, fraudulent
         conveyance or other similar laws affecting creditors' rights
         generally, (ii) general principles of equity (regardless of whether
         such enforceability is considered in a proceeding in equity or at law)
         and (iii) implied covenants of good faith and fair dealing;

                  (b) except for the security interests granted hereunder,
         Parent (i) is and will continue to be the direct owner, beneficially
         and of record, of the CAC Note and the Pledged Stock, (ii) holds the
         same free and clear of all Liens, other than Permitted Liens, (iii)
         will make no assignment, pledge, hypothecation or transfer of, or
         create or permit to exist any security interest in or other Lien on,
         the Collateral, other than pursuant to a transaction permitted by the
         Credit Agreement and other than Permitted Liens and (iv) will defend
         its title or interest hereto or therein against any and all Liens
         (other than Permitted Liens), however arising, of all persons;

                  (c) except for restrictions and limitations imposed by the
         Loan Documents or securities laws generally or otherwise permitted to
         exist pursuant to the terms of the Credit Agreement, the Collateral is
         and will continue to be freely transferable and assignable, and none of
         the Collateral is or will be subject to any option, right of first
         refusal, shareholders agreement, charter or by-law provisions or
         contractual restriction of any nature that might, in any material
         respect, prohibit, impair, delay or adversely affect the pledge of such
         Collateral hereunder, the sale or disposition thereof pursuant hereto
         or the exercise by the Collateral Agent of rights and remedies
         hereunder;

                  (d) Parent has the power and authority to pledge the
         Collateral pledged by it hereunder in the manner hereby done or
         contemplated;

                  (e) no consent or approval of any Governmental Authority, any
         securities exchange or any other person was or is necessary to the
         validity of the pledge effected hereby (other than such as have been
         obtained and are in full force and effect);

                  (f) by virtue of the execution and delivery by Parent of this
         Agreement, when the CAC Note and the Pledged Stock are delivered to the
         Collateral Agent, for the benefit of the Secured Creditors, in
         accordance with this Agreement, the Collateral Agent will obtain, for
         the benefit of the Secured Creditors, a legal, valid and perfected
         first priority lien upon and security interest in the CAC Note
         Documents and the Pledged Stock as security for the payment and
         performance of the Obligations; and

                  (g) the pledge effected hereby is effective to vest in the
         Collateral Agent, for the benefit of the Secured Creditors, the rights
         of the Collateral Agent in the Collateral as set forth herein.

                  SECTION 3.04 [Reserved].

                  SECTION 3.05 Registration in Nominee Name; Denominations. The
Collateral Agent, on behalf of the Secured Creditors, shall have the right (in
its sole and absolute discretion) to hold the Collateral in the name of Parent,
endorsed or assigned in blank or in favor of the Collateral Agent or, if an
Event of Default shall have occurred and be continuing, in its


                                      -8-


own name as pledgee or the name of its nominee (as pledgee or as sub-agent).
Parent will promptly give to the Collateral Agent copies of any notices or other
communications received by it with respect to the Collateral registered in the
name of Parent. If an Event of Default shall have occurred and be continuing,
the Collateral Agent shall have the right to exchange the certificates
representing the Collateral for certificates of smaller or larger denominations
for any purpose consistent with this Agreement.

                  SECTION 3.06 Voting Rights; Dividends and Interest, etc. (a)
Unless and until a Noticed Event of Default shall have occurred and be
continuing:

                  (i) Parent shall be entitled to exercise any and all voting
         and/or other consensual rights and powers inuring to an owner of
         Pledged Stock or any part thereof for any purpose consistent with the
         terms of this Agreement, the Credit Agreement and the other Loan
         Documents; provided that such rights and powers shall not be exercised
         in any manner that could reasonably be expected to materially and
         adversely affect the rights inuring to a holder of any Pledged Stock,
         the rights and remedies of any of the Collateral Agent or the other
         Secured Creditors under this Agreement, the Credit Agreement or any
         other Loan Document or the ability of the Secured Parties to exercise
         the same;

                  (ii) The Collateral Agent shall promptly execute and deliver
         to Parent, or cause to be executed and delivered to Parent, all such
         proxies, powers of attorney and other instruments as Parent may
         reasonably request for the purpose of enabling Parent to exercise the
         voting and/or consensual rights and powers it is entitled to exercise
         pursuant to subparagraph (ii) above; and

                  (iii) Parent shall be entitled to receive and retain any and
         all dividends, interest and other distributions (but not any principal)
         paid on or distributed in respect of the Collateral to the extent and
         only to the extent that such dividends, interest and other
         distributions are permitted by, and otherwise paid or distributed in
         accordance with, the terms and conditions of the CAC Note, the Credit
         Agreement, the other Loan Documents and applicable laws; provided that
         any noncash dividends, interest or other distributions that constitute
         Collateral, (whether received in exchange for the Collateral or any
         part thereof, or in redemption thereof, or as a result of any merger,
         consolidation, acquisition or other exchange of assets to which such
         issuer may be a party or otherwise) shall be and become part of the
         Collateral, and, if received by Parent, shall not be commingled by
         Parent with any of its other funds or property but shall be held
         separate and apart therefrom, shall be held in trust for the benefit of
         the Collateral Agent pursuant to a trust under New York law (which
         trust is hereby created and agreed to), for the benefit of the Secured
         Creditors, and shall be forthwith delivered to the Collateral Agent,
         for the benefit of the Secured Creditors, in the same form as so
         received (accompanied by stock powers duly executed in blank or other
         appropriate instruments of transfer reasonably satisfactory to the
         Collateral Agent).

                  (b) Upon the occurrence and during the continuance of a
Noticed Event of Default, all rights of Parent to dividends, interest, principal
or other distributions that Parent is authorized to receive pursuant to
paragraph (a)(iv) of this Section 3.06 shall cease, and all such rights shall
thereupon become vested, for the benefit of the Secured Creditors, in the
Collateral



                                      -9-


Agent which shall have the sole and exclusive right and authority to receive and
retain all dividends, interest, principal or other distributions. All dividends,
interest, principal or other distributions received by Parent contrary to the
provisions of this Section 3.06 shall not be commingled by Parent with any of
its other funds or property but shall be held separate and apart therefrom,
shall be held in trust for the benefit of the Collateral Agent, for the ratable
benefit of the Secured Creditors, and shall be forthwith delivered to the
Collateral Agent, for the benefit of the Secured Creditors, in the same form as
so received (accompanied by stock powers duly executed in blank or other
appropriate instruments of transfer reasonably satisfactory to the Collateral
Agent). Any and all money and other property paid over to or received by the
Collateral Agent pursuant to the provisions of this paragraph (b) shall be
retained by the Collateral Agent in an account to be established by the
Collateral Agent upon receipt of such money or other property and shall be
applied in accordance with the provisions of Section 4.02. After all Events of
Default have been cured or waived and Parent has delivered to the Collateral
Agent a certificate to that effect, the Collateral Agent shall promptly repay to
Parent (without interest) all distributions that Parent would otherwise have
been permitted to retain pursuant to the terms of paragraph (a)(iv) of this
Section 3.06 and that remain in such account.

                  (c) Upon the occurrence and during the continuance of a
Noticed Event of Default, the rights of Parent under paragraph (a)(iv) of this
Section 3.06 shall cease, and all such rights shall thereupon become vested in
the Collateral Agent, for the benefit of the Secured Creditors, which shall have
the sole and exclusive right and authority to exercise such voting and
consensual rights and powers; provided that, unless otherwise directed by the
Required Lenders, the Collateral Agent shall have the right from time to time
following and during the continuance of an Event of Default to permit Parent to
exercise such rights. After all Noticed Events of Default have been cured or
waived and Parent has delivered to the Collateral Agent a certificate to that
effect, Parent shall have the right to exercise the voting and consensual rights
and to receive the amounts that Parent would otherwise be entitled to receive
pursuant to the terms of paragraph (a)(iv) above.

                                   ARTICLE IV.

                                    Remedies

                  SECTION 4.01 Remedies Upon Default. Upon the occurrence and
during the continuance of a Noticed Event of Default, Parent agrees to deliver
each item of Collateral not then in the Collateral Agent's possession to the
Collateral Agent on demand, and it is agreed that the Collateral Agent shall
have the right, subject to the mandatory requirements of applicable law, to sell
or otherwise dispose of all or any part of the Collateral at a public or private
sale or at any broker's board or on any securities exchange, for cash, upon
credit or for future delivery as the Collateral Agent shall deem appropriate.
The Collateral Agent shall be authorized in connection with any sale of a
security (if it deems it advisable to do so) pursuant to the foregoing to
restrict the prospective bidders or purchasers to persons who represent and
agree that they are purchasing such security for their own account, for
investment, and not with a view to the distribution or sale thereof. Upon
consummation of any such sale of Collateral pursuant to this Section 4.01 the
Collateral Agent shall have the right to assign, transfer and deliver to the
purchaser or purchasers thereof the Collateral so sold. Each such purchaser at
any such sale shall hold the property sold absolutely, free from any claim or
right on the part of Parent, and Parent



                                      -10-


hereby waives and releases (to the extent permitted by law) all rights of
redemption, stay, valuation and appraisal that Parent now has or may at any time
in the future have under any rule of law or statute now existing or hereafter
enacted.

                  The Collateral Agent shall give Parent 10 Business Days'
written notice (which Parent agrees is reasonable notice within the meaning of
Section 9-612 of the New York UCC or its equivalent in other jurisdictions) of
the Collateral Agent's intention to make any sale of Collateral. Such notice, in
the case of a public sale, shall state the time and place for such sale and, in
the case of a sale at a broker's board or on a securities exchange, shall state
the board or exchange at which such sale is to be made and the day on which the
Collateral, or portion thereof, will first be offered for sale at such board or
exchange. Any such public sale shall be held at such time or times within
ordinary business hours and at such place or places as the Collateral Agent may
fix and state in the notice (if any) of such sale. At any such sale, the
Collateral, or the portion thereof, to be sold may be sold in one lot as an
entirety or in separate parcels, as the Collateral Agent may (in its sole and
absolute discretion) determine. The Collateral Agent shall not be obligated to
make any sale of any Collateral if it shall determine not to do so, regardless
of the fact that notice of sale of such Collateral shall have been given. The
Collateral Agent may, without notice or publication, adjourn any public or
private sale or cause the same to be adjourned from time to time by announcement
at the time and place fixed for sale, and such sale may, without further notice,
be made at the time and place to which the same was so adjourned. In the case of
any sale of all or any part of the Collateral made on credit or for future
delivery, the Collateral so sold may be retained by the Collateral Agent until
the sale price is paid by the purchaser or purchasers thereof, but the
Collateral Agent shall not incur any liability in the event that any such
purchaser or purchasers shall fail to take up and pay for the Collateral so sold
and, in the case of any such failure, such Collateral may be sold again upon
notice given in accordance with provisions above. At any public (or, to the
extent permitted by law, private) sale made pursuant to this Section 4.01, any
Secured Party may bid for or purchase for cash, free (to the extent permitted by
law) from any right of redemption, stay, valuation or appraisal on the part of
Parent (all such rights being also hereby waived and released to the extent
permitted by law), the Collateral or any part thereof offered for sale and such
Secured Party may, upon compliance with the terms of sale, hold, retain and
dispose of such property in accordance with Section 4.02 hereof without further
accountability to Parent therefor. For purposes hereof, a written agreement to
purchase the Collateral or any portion thereof shall be treated as a sale
thereof; the Collateral Agent shall be free to carry out such sale pursuant to
such agreement and Parent shall not be entitled to the return of the Collateral
or any portion thereof subject thereto, notwithstanding the fact that after the
Collateral Agent shall have entered into such an agreement all Events of Default
shall have been remedied and the Obligations paid in full. As an alternative to
exercising the power of sale herein conferred upon it, the Collateral Agent may
proceed by a suit or suits at law or in equity to foreclose this Agreement and
to sell the Collateral or any portion thereof pursuant to a judgment or decree
of a court or courts having competent jurisdiction or pursuant to a proceeding
by a court-appointed receiver. Any sale pursuant to the provisions of this
Section 4.01 shall be deemed to conform to the commercially reasonable standards
as provided in Section 9-610(b) of the New York UCC or its equivalent in other
jurisdictions.



                                      -11-


                  SECTION 4.02 Application of Proceeds. The Collateral Agent
shall promptly apply the proceeds, moneys or balances of any collection or sale
of Collateral, as well as any Collateral consisting of cash, as follows:

                  FIRST, to the payment of all costs and expenses incurred by
         the Administrative Agent and the Collateral Agent in connection with
         such collection or sale or otherwise in connection with this Agreement,
         any other Loan Document or any of the Obligations, including all court
         costs and the fees and expenses of its agents and legal counsel, the
         repayment of all advances made by the Administrative Agent and the
         Collateral Agent hereunder or under any other Loan Document on behalf
         of Parent and any other costs or expenses incurred in connection with
         the exercise of any right or remedy hereunder or under any other Loan
         Document;

                  SECOND, to the payment in full of the Obligations (the amounts
         so applied to be distributed among the Secured Creditors pro rata in
         accordance with the respective amounts of the Obligations owed to them
         on the date of any such distribution);

                  THIRD, to Parent, its successors or assigns, or as a court of
         competent jurisdiction may otherwise direct.

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

                  SECTION 4.03 Securities Act, etc. In view of the position of
Parent in relation to the Collateral, or because of other current or future
circumstances, a question may arise under the United States Securities Act of
1933, as now or hereafter in effect, or any similar federal statute hereafter
enacted analogous in purpose or effect (such Act and any such similar statute as
from time to time in effect being called the "Federal Securities Laws") or other
applicable or regional securities statutes or regulations (together with the
Federal Securities Laws, the "Applicable Securities Laws") with respect to any
disposition of the Collateral permitted hereunder. Parent understands that
compliance with the Federal Securities Laws might very strictly limit the course
of conduct of the Collateral Agent if the Collateral Agent were to attempt to
dispose of all or any part of the Collateral, and might also limit the extent to
which or the manner in which any subsequent transferee of any Collateral could
dispose of the same. Similarly, there may be other legal restrictions or
limitations affecting the Collateral Agent in any attempt to dispose of all or
part of the Collateral under other state or provincial securities laws or
similar laws analogous in purpose or effect. Parent acknowledges and agrees that
in light of such restrictions and limitations, the Collateral Agent, in its sole
and absolute discretion, (a) may proceed to make such a sale whether or not a
registration statement for the purpose of registering such Collateral or part
thereof shall have been filed under the Applicable Securities Laws or, to the
extent applicable, other state or provincial securities laws and (b) may
approach



                                      -12-


and negotiate with a single potential purchaser to effect such sale. Parent
acknowledges and agrees that any such sale might result in prices and other
terms less favorable to the seller than if such sale were a public sale without
such restrictions. In the event of any such sale, the Collateral Agent shall
incur no responsibility or liability for selling all or any part of the
Collateral at a price that the Collateral Agent, in its sole and absolute
discretion, may in good faith deem reasonable under the circumstances,
notwithstanding the possibility that a substantially higher price might have
been realized if the sale were deferred until after registration as aforesaid or
if more than a single purchaser were approached. The provisions of this Section
4.03 will apply notwithstanding the existence of a public or private market upon
which the quotations or sales prices may exceed substantially the price at which
the Collateral Agent sells.

                  SECTION 4.04 Registration, etc. Parent agrees that, upon the
occurrence and during the continuance of an Event of Default, if for any reason
the Collateral Agent desires to sell any of the Collateral at a public sale, it
will, at any time and from time to time, upon the written request of the
Collateral Agent, use its commercially reasonable efforts to take or to cause
the issuer of such Collateral to take such action and prepare, distribute and/or
file such documents, as are required or advisable in the reasonable opinion of
counsel for the Collateral Agent to permit the public sale of such Collateral.
Parent further agrees to indemnify, defend and hold harmless the Administrative
Agent, each other Secured Creditors, any underwriter and their respective
officers, directors, affiliates and controlling persons from and against all
loss, liability, expenses, costs of counsel (including reasonable fees and
expenses of legal counsel to the Collateral Agent), and claims (including the
costs of investigation) that they may incur insofar as such loss, liability,
expense or claim arises out of or is based upon any alleged untrue statement of
a material fact contained in any prospectus (or any amendment or supplement
thereto) or in any notification or offering circular, or arises out of or is
based upon any alleged omission to state a material fact required to be stated
therein or necessary to make the statements in any thereof not misleading,
except insofar as the same may have been caused by any untrue statement or
omission based upon information furnished in writing to Parent or the issuer of
such Collateral by the Collateral Agent or any other Secured Creditors expressly
for use therein. Parent further agrees, upon such written request referred to
above, to use its commercially reasonable efforts to qualify, file or register,
or cause the issuer of such Collateral to qualify, file or register, any of the
Collateral under the securities laws of such regions, nations, states or
provinces as may be reasonably requested by the Collateral Agent and keep
effective, or cause to be kept effective, all such qualifications, filings or
registrations. Parent will bear all costs and expenses of carrying out its
obligations under this Section 4.04. Parent acknowledges that there is no
adequate remedy at law for failure by it to comply with the provisions of this
Section 4.04 only and that such failure would not be adequately compensable in
damages and, therefore, agrees that its agreements contained in this Section
4.04 may be specifically enforced.

                                   ARTICLE V.

                                  Subordination

                  SECTION 5.01 Subordination. (a) Notwithstanding any provision
of this Agreement to the contrary, all rights of indemnity, contribution or
subrogation of Parent under applicable law or otherwise shall be fully
subordinated to the indefeasible payment in full in cash



                                      -13-


of the Obligations. No failure on the part of any Borrower or Parent to make the
payments required under applicable law or otherwise shall in any respect limit
the obligations and liabilities of Parent with respect to its obligations
hereunder, and Parent shall remain liable for the full amount of the obligations
of Parent hereunder.

                  (b) Parent hereby agrees that all Indebtedness and other
monetary obligations owed by it to any Specified Borrower or any Subsidiary
shall be fully subordinated to the indefeasible payment in full in cash of the
Obligations in the manner provided in Exhibit H to the Credit Agreement.

                                   ARTICLE VI.

                                  Miscellaneous

                  SECTION 6.01 Notices. All communications and notices hereunder
shall (except as otherwise expressly permitted herein) be in writing and given
as provided in Section 9.01 of the Credit Agreement.

                  SECTION 6.02 Security Interest Absolute. All rights of the
Collateral Agent hereunder, the security interest in the Collateral and all
obligations of Parent hereunder shall be absolute and unconditional irrespective
of (a) any lack of validity or enforceability of any Loan Document, any
agreement with respect to any of the Obligations or any other agreement or
instrument relating to any of the foregoing, (b) any change in the time, manner
or place of payment of, or in any other term of, all or any of the Obligations,
or any other amendment or waiver of or any consent to any departure from any
Loan Document or any other agreement or instrument, (c) any exchange, release or
non-perfection of any Lien on other collateral, or any release or amendment or
waiver of or consent under or departure from any guarantee, securing or
guaranteeing all or any of the Obligations or (d) any other circumstance that
might otherwise constitute a defense available to, or a discharge of, Parent in
respect of the Obligations or this Agreement.

                  SECTION 6.03 [Reserved].

                  SECTION 6.04 Binding Effect. This Agreement shall become
effective as to any party to this Agreement when a counterpart hereof executed
on behalf of such party shall have been delivered to the Collateral Agent and a
counterpart hereof shall have been executed on behalf of the Collateral Agent,
and thereafter shall be binding upon such party and the Collateral Agent and
their respective permitted successors and assigns, and shall inure to the
benefit of such party, the Collateral Agent and the other Secured Creditors and
their respective permitted successors and assigns, except that no party shall
have the right to assign or transfer its rights or obligations hereunder or any
interest herein or in the Collateral (and any such assignment or transfer shall
be void) except as expressly contemplated by this Agreement or the Credit
Agreement.

                  SECTION 6.05 Successors and Assigns. Whenever in this
Agreement any of the parties hereto is referred to, such reference shall be
deemed to include the permitted successors and assigns of such party; and all
covenants, promises and agreements by or on behalf of Parent



                                      -14-


or the Collateral Agent that are contained in this Agreement shall bind and
inure to the benefit of their respective permitted successors and assigns.

                  SECTION 6.06 Collateral Agent's Fees and Expenses;
Indemnification. (a) The parties hereto agree that the Collateral Agent shall be
entitled to reimbursement of its expenses incurred hereunder as provided in
Section 9.05 of the Credit Agreement.

                  (b) Without limitation of its indemnification obligations
under the other Loan Documents, Parent agrees to indemnify the Collateral Agent
and the other Indemnitees (as defined in Section 9.05 of the Credit Agreement)
against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses, including reasonable counsel fees,
charges and disbursements, incurred by or asserted against any Indemnitee
arising out of, in connection with, or as a result of, (i) the execution,
delivery or performance of this Agreement or any other Loan Document or any
agreement or instrument contemplated hereby or thereby, the performance by the
parties hereto and thereto of their respective obligations thereunder or the
consummation of the Transactions and other transactions contemplated hereby,
(ii) the use of proceeds of the Loans or the use of any Letter of Credit or
(iii) any claim, litigation, investigation or proceeding relating to any of the
foregoing, or to the Collateral, whether or not any Indemnitee is a party
thereto; provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such losses, claims, damages, liabilities or
related expenses result primarily from the gross negligence or willful
misconduct of such Indemnitee treating for the purposes of this Section 6.06(b)
only any Secured Creditor and its Related Persons as a single Indemnitee).

                  (c) Any such amounts payable as provided hereunder shall be
additional Obligations hereunder. The provisions of this Section 6.06 shall
remain operative and in full force and effect regardless of the termination of
this Agreement or any other Loan Document, the consummation of the transactions
contemplated hereby, the repayment of any of the Obligations, the invalidity or
unenforceability of any term or provision of this Agreement or any other Loan
Document, or any investigation made by or on behalf of the Collateral Agent or
any other Secured Creditor. All amounts due under this Section 6.06 shall be
payable on written demand therefor accompanied by a reasonably detailed
computation of the amounts so to be paid).

                  SECTION 6.07 Collateral Agent Appointed Attorney-in-Fact.
Parent hereby appoints the Collateral Agent the attorney-in-fact of Parent for
the purpose, during the continuance of an Event of Default, of carrying out the
provisions of this Agreement and taking any action and executing any instrument
that the Collateral Agent may deem necessary or advisable to accomplish the
purposes hereof, which appointment is irrevocable and coupled with an interest.
Without limiting the generality of the foregoing, the Collateral Agent shall
have the right, upon the occurrence and during the continuance of a Noticed
Event of Default, with full power of substitution either in the Collateral
Agent's name or in the name of Parent, (a) to receive, endorse, assign or
deliver any and all notes, acceptances, checks, drafts, money orders or other
evidences of payment relating to the Collateral or any part thereof; (b) to
demand, collect, receive payment of, give receipt for and give discharges and
releases of all or any of the Collateral; (c) to ask for, demand, sue for,
collect, receive and give acquittance for any and all moneys due or to become
due under and by virtue of any Collateral; (d) to commence and prosecute any and
all suits, actions or proceedings at law or in equity in any court of competent



                                      -15-


jurisdiction to collect or otherwise realize on all or any of the Collateral or
to enforce any rights in respect of any Collateral; (e) to settle, compromise,
compound, adjust or defend any actions, suits or proceedings relating to all or
any of the Collateral; and (f) to use, sell, assign, transfer, pledge, make any
agreement with respect to or otherwise deal with all or any of the Collateral,
and to do all other acts and things necessary to carry out the purposes of this
Agreement, as fully and completely as though the Collateral Agent were the
absolute owner of the Collateral for all purposes; provided that nothing herein
contained shall be construed as requiring or obligating the Collateral Agent to
make any commitment or to make any inquiry as to the nature or sufficiency of
any payment received by the Collateral Agent, or to present or file any claim or
notice, or to take any action with respect to the Collateral or any part thereof
or the moneys due or to become due in respect thereof or any property covered
thereby. The Collateral Agent and the other Secured Creditors shall be
accountable only for amounts actually received as a result of the exercise of
the powers granted to them herein, and neither they nor their officers,
directors, employees or agents shall be responsible to Parent for any act or
failure to act hereunder, except for their own gross negligence or willful
misconduct.

                  SECTION 6.08 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

                  SECTION 6.09 Waivers; Amendment. (a) No failure or delay by
the Collateral Agent, any Issuing Bank or any Lender in exercising any right,
power or remedy hereunder or under any other Loan Document shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right,
power or remedy, or any abandonment or discontinuance of steps to enforce such a
right, power or remedy, preclude any other or further exercise thereof or the
exercise of any other right, power or remedy. The rights, powers and remedies of
the Collateral Agent and the Lenders hereunder and under the other Loan
Documents are cumulative and are not exclusive of any rights, powers or remedies
that they would otherwise have. No waiver of any provision of this Agreement or
consent to any departure by Parent therefrom shall in any event be effective
unless the same shall be permitted by paragraph (b) of this Section 6.09, and
then such waiver or consent shall be effective only in the specific instance and
for the purpose for which given. Without limiting the generality of the
foregoing, the making available of any credit under any Loan Document shall not
be construed as a waiver of any Default or Event of Default, regardless of
whether the Administrative Agent, the Collateral Agent, any Lender or any
Issuing Bank may have had notice or knowledge of such Default or Event of
Default at the time. No notice or demand on any Loan Party in any case shall
entitle any Loan Party to any other or further notice or demand in similar or
other circumstances.

                  (b) Neither this Agreement nor any provision hereof may be
waived, amended or modified except pursuant to an agreement or agreements in
writing entered into by the Collateral Agent and Parent. The Collateral Agent
will only agree to any such amendment, modification or waiver if it has received
the consent thereto, if any, required by Section 9.08 of the Credit Agreement.

                  SECTION 6.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE



                                      -16-


LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
AGREEMENT OR ANY OTHER FINANCING DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT
NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.10.

                  SECTION 6.11 Severability. In the event any one or more of the
provisions contained in this Agreement or in any other Loan Document should be
held invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein and therein
shall not in any way be affected or impaired thereby. The parties shall endeavor
in good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.

                  SECTION 6.12 Counterparts. This Agreement may be executed in
two or more counterparts, each of which shall constitute an original but all of
which when taken together shall constitute but one contract, and shall become
effective as provided in Section 6.04. Delivery of an executed counterpart to
this Agreement by facsimile transmission shall be as effective as delivery of a
manually signed original.

                  SECTION 6.13 Headings. Article and Section headings and the
Table of Contents used herein are for convenience of reference only, are not
part of this Agreement and are not to affect the construction of, or to be taken
into consideration in interpreting, this Agreement.

                  SECTION 6.14 Jurisdiction; Consent to Service of Process. (a)
Each party to this Agreement hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of any New York State
court or federal court of the United States of America sitting in New York City,
and any appellate court from any thereof, in any action or proceeding arising
out of or relating to this Agreement or any other Loan Documents, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in such New York State or,
to the extent permitted by law, in such federal court. Each of the parties
hereto agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Nothing in this Agreement shall affect any
right that the Administrative Agent, the Collateral Agent, any Issuing Bank or
any Lender may otherwise have to bring any action or proceeding relating to this
Agreement or any other Loan Document against Parent, or its properties, in the
courts of any jurisdiction.

                  (b) Each party to this Agreement hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection which it may now



                                      -17-


or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement or any other Loan Document in any
New York State or federal court. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.

                  SECTION 6.15 Termination or Release. (a) The security
interests granted hereby and guarantee issued hereunder shall terminate (x) on
the Restructuring Date, if and only to the extent US Holdco has at such time
executed and delivered to the Collateral Agent a Supplement to the U.S.
Collateral Agreement or (y) if earlier or if clause (x) is not applicable, on
the Agreement Termination Date; provided however that if Parent remains the
parent of US Holdco on the Restructuring Date, the security interest granted
hereby in the capital stock of US Holdco and the guarantee of the Obligations
shall continue in effect. This Agreement, the Guaranty made herein and the
security interests granted hereby shall terminate on the first date (the
"Agreement Termination Date") on which all the Obligations have been
indefeasibly paid in full in cash and the Lenders have no further commitment to
lend under the Credit Agreement, the Revolving L/C Exposure and CL Exposure have
been reduced to zero and each Issuing Bank has no further obligations to issue
Letters of Credit under the Credit Agreement.

                  (b) In connection with any termination pursuant to paragraph
(a) of this Section 6.15, the Collateral Agent shall execute and deliver to
Parent, at Parent's expense, all documents that Parent shall reasonably request
to evidence such termination. Any execution and delivery of documents pursuant
to this Section 6.15 shall be without recourse to or warranty by the Collateral
Agent.

                            [Signature Page Follows]
















                                      -18-


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

                                    BCP CAYLUX HOLDINGS LUXEMBOURG S.C.A.

                                    By its Manager, BCP CAYLUX HOLDINGS
                                           LTD. 1





                                    By: /s/ Martin Brand
                                        -------------------------------------
                                        Name: Martin Brand
                                        Title: Director











                                  DEUTSCHE BANK AG, NEW YORK BRANCH
                                    as Collateral Agent




                                  By: /s/ Albert Fischetti
                                      -------------------------------------
                                      Name: Albert Fischetti
                                      Title: Director




                                  By: /s/ David Mayhew
                                      -------------------------------------
                                      Name: David Mayhew
                                      Title: Director











                                      -2-