REAFFIRMATION OF GUARANTY AND PLEDGE AGREEMENT
Reference is made to that certain Guaranty (the "Guaranty")
and that certain Pledge Agreement (the "Pledge"), both dated as of April 28,
1995, made and given by the undersigned to secure the Obligations (as defined in
the Guaranty) of Pilgrim America Group, Inc. (the "Borrower") to First Bank
National Association (the "Bank").
The undersigned hereby (a) consents to the terms of that
certain Amended and Restated Credit Agreement dated as of July 31, 1996 by and
between the Borrower and the Bank (the "Credit Agreement") and to the execution
and delivery of the Credit Agreement by the Borrower; (b) acknowledges that the
obligations of the Borrower to the Bank under the Credit Agreement constitute
"Obligations" of the Borrower to the Bank within the meaning of the
above-referenced Guaranty; and (c) reaffirms that the security interests granted
pursuant to the Pledge Agreement secure, among other things, the Borrower's
obligations and duties under the Credit Agreement and the obligations of the
undersigned under the Guaranty. The undersigned further reaffirms that such
Obligations are guaranteed by the undersigned in accordance with the terms and
conditions of the Guaranty, and that all of the terms, covenants and conditions
of the Guaranty and the Pledge remain in full force and effect.
Date: July 31, 0000
XXXXXXX XXXXXXX HOLDINGS
CORPORATION
By Signature Illegible
Its Vice Chairman
